<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K/A-2

                Annual Report Pursuant to Sections 13 or 15 (d)

                      The Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 1995

                         Commission File Number 2-94249


              HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
                              (name of registrant)

         Arizona                                           75-1982134
  (State of Organization)                            (I.R.S. employer ID No.)

                            4455 East Camelback Road
                                  Suite A-200
                            Phoenix, Arizona  85018
                    (address of principal executive office)

                                 (602) 840-0060
                        (registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None


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

         Yes  X                   No    
            -----                   -----
Documents Incorporated by Reference

None
<PAGE>   2
                        HALL INSTITUTIONAL MORTGAGE FUND


                        DECEMBER 31, 1995, 1994 AND 1993




<PAGE>   3



                        HALL INSTITUTIONAL MORTGAGE FUND

                                 BALANCE SHEETS

                      DECEMBER 31, 1995 AND 1994 (NOTE 1)



<TABLE>
<CAPTION>
ASSETS                                                                             1995          1994
------                                                                          ----------   -----------
<S>                                                                             <C>          <C>

Cash and cash equivalents (Note 2)                                              $1,332,041   $  204,315

Mortgage notes receivable - affiliates, net of an allowance for doubtful
   receivables of $4,576,000 and $5,571,770 in 1995 and 1994, respectively
   (Note 3), and net of loan origination fees of $2,338 and $14,734 for 1995
   and 1994 respectively (Note 1 and 4)                                          1,092,345      600,911

Accrued interest receivable - affiliates, net of deferred interest and an
   allowance for doubtful interest receivable of $3,928,180 and $4,826,539 in
   1995 and 1994, respectively (Note 3)                                          1,639,890    1,488,973

Deferred charges, net                                                                1,950        4,350
                                                                                ----------   ----------
                                                                                $4,066,226   $2,298,549
                                                                                ==========   ==========


LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                                                $        9   $       23


Partners' equity:
   Limited partners - 2,568 units outstanding
   at December 31, 1995 and 1994                                                 4,028,303    2,278,289

   General Partner                                                                  37,914       20,237
                                                                                ----------   ----------
                                                                                 4,066,217    2,298,526
                                                                                ----------   ----------

                                                                                $4,066,226   $2,298,549
                                                                                ==========   ==========
</TABLE>

             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                     INTEGRAL PART OF THESE BALANCE SHEETS.


                                      F-2

<PAGE>   4



                        HALL INSTITUTIONAL MORTGAGE FUND

                            STATEMENTS OF OPERATIONS

          FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTE 1)


<TABLE>
<CAPTION>

Revenues:                                        1995           1994              1993
                                             ------------   ------------   -----------
<S>                                          <C>            <C>            <C>
  Interest and loan origination
      fees from affiliates (Notes 3 and 4)   $   177,535    $    26,524    $    50,494

  Gain on debt settlement (Note 3)                    --             --         75,000
                                             -----------    -----------    -----------

                                                 177,535         26,524        125,494
                                             -----------    -----------    -----------

Expenses:

  Operating                                       60,830         32,255         47,928

  Bad debt reversal (Note 3)                  (1,653,386)    (1,923,618)            --

  Amortization                                     2,400          2,400          2,400
                                             -----------    -----------    -----------

                                              (1,590,156)    (1,888,963)        50,328
                                             -----------    -----------    -----------

      Net income                             $ 1,767,691    $ 1,915,487    $    75,166
                                             ===========    ===========    ===========

Net income allocable to
  limited partners                           $ 1,750,014    $ 1,896,332    $    74,414

Net income allocable to
  General Partner                                 17,677         19,155            752
                                             -----------    -----------    -----------

Net income                                   $ 1,767,691    $ 1,915,487    $    75,166
                                             ===========    ===========    ===========
Net income per limited
  partnership unit                           $       681    $       738    $        29
                                             ===========    ===========    ===========
</TABLE>

             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.


                                      F-3

<PAGE>   5



                        HALL INSTITUTIONAL MORTGAGE FUND

                         STATEMENTS OF PARTNERS' EQUITY

       FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTES 1 AND 5)


<TABLE>
<CAPTION>

                               General        Limited
                               Partner        Partners       Total
                             -----------    -----------   -----------
                             
<S>                          <C>            <C>           <C>

Balance, December 31, 1992   $     1,046    $   307,543   $   308,589

  Net income                         752         74,414        75,166
                             -----------    -----------   -----------

Balance, December 31, 1993         1,798        381,957       383,755

  Distributions                     (716)            --          (716)

  Net income                      19,155      1,896,332     1,915,487
                             -----------    -----------   -----------

Balance, December 31, 1994        20,237      2,278,289     2,298,526

  Net income                      17,677      1,750,014     1,767,691
                             -----------    -----------   -----------

Balance, December 31, 1995   $    37,914    $ 4,028,303   $ 4,066,217
                             ===========    ===========   ===========
</TABLE>

             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.


                                      F-4

<PAGE>   6



                        HALL INSTITUTIONAL MORTGAGE FUND

                            STATEMENTS OF CASH FLOWS

         FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (NOTE 1)


<TABLE>
<CAPTION>

                                                                              1995            1994          1993
                                                                          ------------    -----------    -----------
<S>                                                                        <C>            <C>            <C>        

CASH FLOWS FROM OPERATING ACTIVITIES
  Receipt of interest on Specific Loans - affiliates
    and short-term investments                                             $ 1,188,570    $     8,596    $     8,311
  Proceeds from debt settlement                                                     --             --         75,000
  Payment of operating costs                                                   (60,844)       (33,735)       (46,425)
                                                                           -----------    -----------    -----------
    Net cash provided by (used in) operating activities,
       net of distributions                                                  1,127,726        (25,139)        36,886
                                                                           -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans to Affiliated Borrowers                                                     --             --       (181,000)
  Distribution paid                                                                 --         (2,083)            --
                                                                           -----------    -----------    -----------
    Net cash used in financing activities                                           --         (2,083)      (181,000)
                                                                           -----------    -----------    -----------

  Net increase (decrease) in cash and cash equivalents                       1,127,726        (27,222)      (144,114)

  Cash and cash equivalents, beginning of year                                 204,315        231,537        375,651
                                                                           -----------    -----------    -----------
  Cash and cash equivalents, end of year                                   $ 1,332,041    $   204,315    $   231,537
                                                                           ===========    ===========    ===========

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
  ACTIVITIES:
  Net income                                                               $ 1,767,691    $ 1,915,487    $    75,166
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Bad debt reversal                                                      (1,653,386)    (1,923,618)            --
     Amortization expense                                                        2,400          2,400          2,400
     Amortization of deferred revenue                                          (12,396)       (17,928)       (42,183)
     Decrease in accrued interest receivable                                 1,023,431             --             --
     Increase (decrease) in accounts payable                                       (14)        (1,480)         1,503
                                                                           -----------    -----------    -----------
        Net cash provided by (used in) operating
        activities, net of distributions                                   $ 1,127,726    $   (25,139)   $    36,886
                                                                           ===========    ===========    ===========
</TABLE>


             THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN
                       INTEGRAL PART OF THESE STATEMENTS.


                                      F-5

<PAGE>   7



                        HALL INSTITUTIONAL MORTGAGE FUND

                         NOTES TO FINANCIAL STATEMENTS



(1)  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:

     Hall Institutional Mortgage Fund, an Arizona limited partnership (the
     "Partnership"), was formed on October 12, 1984. The general partner of the
     Partnership is Hall Pension Fund Associates (the "General Partner") and
     the general partner of Hall Pension Fund Associates is Hall 1985
     Management Associates Limited Partnership (the "Managing General
     Partner"). The Partnership has invested in subordinated mortgages with
     affiliated partnerships (the "Affiliated Borrowers") which were primarily
     secured by income-producing real estate. The investments were made during
     1985, 1986 and 1987 (except for the Arrowtree Loan hereinafter defined).
     The limited partners in the Partnership are primarily qualified pension,
     profit sharing and other retirement trusts and plans, commingled trust
     funds managed by banks for such trusts, government pension and retirement
     trusts, individual retirement accounts, Keogh plans, certain endowment
     funds and other institutional investors intended to be exempt from federal
     income taxation. The Partnership also accepted nontaxexempt investors who
     desired current taxable income from mortgage investments in real estate.

     BASIS OF PRESENTATION -

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

     REVENUE RECOGNITION -

     Interest income derived from mortgage notes receivable is deferred to the
     extent the underlying mortgage notes receivable are determined, by the
     Managing General Partner, to be either partially or completely
     uncollectible on the basis described in note 3. If in future periods such
     mortgage notes receivable and related interest are deemed to be
     collectible, the deferred interest income will be recognized. Deferred
     interest is classified in the accompanying balance sheets as a reduction
     in accrued interest receivable.

     Cash receipts on impaired loans are first applied to recognize previously
     deferred interest and then as a reduction of accrued interest and then
     finally as a reduction of principal.

     For the purpose of the statement of cash flows the Partnership considers
     all highly liquid investments with a maturity of three months or less to
     be cash equivalents.


                                      F-6

<PAGE>   8



     INCOME TAXES -

     The Partnership is not subject to federal, state, or local income taxes
     and, accordingly, none have been provided in the accompanying financial
     statements. Such taxes are the responsibility of the partners and are,
     therefore, included in their individual tax returns.


     LOAN ORIGINATION FEE -

     A 3 percent loan origination fee was earned by the Partnership on each
     participating mortgage loan made. This revenue was initially deferred and
     is being recognized ratably over the life of the specific related loans.

     AMORTIZATION OF ORGANIZATION COSTS -

     Organization costs are amortized on a straight-line basis over twelve
     years.

     ALLOCATION OF PROFIT AND LOSS -

     Partnership net profits are allocated 99 percent to the limited partners
     and 1 percent to the General Partner. Net losses are allocated to the
     limited partners and General Partner in proportion to the positive
     balances in their capital accounts. However, all net losses will be
     allocated to the General Partner if the allocation to the limited partners
     would result in a negative capital account balance for the limited
     partners.

     DISTRIBUTIONS OF DISTRIBUTABLE CASH FROM OPERATIONS AND SURPLUS FUNDS -

     Distributable cash from operations and surplus funds, as defined, is
     allocated 99 percent to the limited partners and 1 percent to the General
     Partner. However, the General Partner, exercising reasonable discretion,
     may retain in the Partnership all or any part of the funds available for
     distributions to meet the working capital needs of the Partnership (see
     Note 2).

     NET INCOME PER LIMITED PARTNERSHIP UNIT -

     Net income per limited partnership unit ("Unit") is computed by dividing
     net income allocated to the limited partners by the weighted average
     number of Units outstanding. Per Unit information has been computed based
     on 2,568 Units outstanding in 1995, 1994 and 1993.


                                      F-7

<PAGE>   9





(2)  CASH AND CASH EQUIVALENTS:

     Cash and cash equivalents at December 31, 1995 and 1994, consisted of the
     following:

<TABLE>
<CAPTION>

                                   1995          1994
                                ----------   ----------

<S>                             <C>          <C>       
Cash                            $   55,804   $   44,898
Certificates of deposit/Money
  Market account                 1,276,237      159,417
                                ----------   ----------
                                $1,332,041   $  204,315
                                ==========   ==========
</TABLE>


     Under the terms of the partnership agreement, the General Partner is
     required to maintain in the Partnership reasonable cash reserves for
     working capital and contingencies in an amount of not less than 1% of
     invested capital, as defined ($74,400 and $78,400 in 1995 and 1994
     respectively). The Partnership maintained the required working capital
     reserve at December 31, 1995 and 1994.

(3)  MORTGAGE NOTES RECEIVABLE:

     The Partnership's loans to Affiliated Borrowers (see notes 1 and 4 for
     relationship) are nonrecourse obligations of the Affiliated Borrowers and
     certain of the loans are secured by a subordinate lien on the mortgaged
     real property which is pledged as security. The Partnership has released
     its second lien position on certain of the loans to Affiliated Borrowers
     (see below and Notes 6 and 7). All loans, except a certain amount advanced
     to Hall Seven Trails Associates, as more fully discussed hereafter (the
     "Arrowtree Loan"), made by the Partnership to the Affiliated Borrowers
     were subject at the time of origination to the rights and restrictions set
     out in a specified loan agreement ("Model Loan Agreement") and two
     specified forms of notes ("Participating Notes"). Such loans are hereafter
     referred to as "Specific Loans". As described hereinafter, all of the
     Specific Loans set out in the Model Loan Agreement and the Participating
     Notes have been modified subsequent to their origination. As a result of a
     detailed analysis the Partnership performs on the estimated values of the
     underlying assets relating to and impacting the collectibility of the
     Specific Loans, as hereafter described, certain amounts of the Specific
     Loans have been reserved through bad debt provisions. The following table
     describes the terms and status of outstanding Specific Loans at December
     31, 1994 and 1995: 

<TABLE>
<CAPTION>

                Outstanding Principal
                     Loan Amount                           Property
Borrower        1994           1995           Location      Accrue    Status
--------        ----           ----         ------------   --------   --------
<S>         <C>            <C>                <C>           <C>      <C>              
Arrowtree   $   850,000    $   913,683       Okemos, MI       (A)    Modified
Brambletree   1,751,000      1,751,000       Garland, TX     7.00%   Modified
</TABLE>



                                      F-8

<PAGE>   10
<TABLE>

<S>             <C>           <C>                    <C>              <C>    <C>        
Twintree        720,000       720,000                Albuquerque, NM  8.00%  Modified
Midtree         410,000       410,000                Albuquerque, NM  8.00%  Modified
Fawntree        550,000             -                Albuquerque, NM   N/A   Retired
Lanetree        620,000       620,000                Albuquerque, NM  8.00%  Modified
Candlewick      460,000       460,000                Albuquerque, NM  8.00%  Modified
Coachtree       615,000       615,000                Albuquerque, NM  8.00%  Modified
                -------   -----------
             $5,976,000   $ 5,489,683
             ==========   ===========
</TABLE>



     The following table shows the changes in the Partnership's allowance for
     loan losses for the years ending December 31, 1995 and 1994.

<TABLE>
<CAPTION>

                                            1995            1994
                                         -----------    -----------
<S>                                      <C>            <C>        
Balance at beginning of period           $ 5,571,770    $ 5,976,000
Allowance recorded on loans                   33,268        211,415
Recovery of prior loans                           --             --
Reduction in allowance for loan losses    (1,029,038)      (615,645)
                                         -----------    -----------
Balance at end of period                 $ 4,576,000    $ 5,571,770
                                         ===========    ===========
</TABLE>

     The following table shows the changes in the Partnership's allowance for
     interest receivable losses for the years ending December 31, 1995 and
     1994.

<TABLE>
<CAPTION>

                                                    1995            1994
                                                 -----------    -----------
<S>                                              <C>            <C>        
Balance at beginning of period                   $ 4,826,539    $ 6,139,271
Allowance recorded on interest receivables           684,119        868,181
Recovery of prior losses                                  --             --
Reduction in allowance for interest receivable    (1,582,478)    (2,180,913)
                                                 -----------    -----------
Balance at end of period                         $ 3,928,180    $ 4,826,539
                                                 ===========    ===========

</TABLE>

     (A) Arrowtree's Specific Loan accrual rate is equal to the principal
         payments Arrowtree makes on its first lien mortgage.

     The Partnership periodically reviews the amount of reserves which are
     necessary on both its mortgages and interest receivables. Previously, the
     process of reviewing the amount of reserves was based on the current
     market value of each Affiliated Borrower's asset holdings and where the
     Partnership stands in relation to the Affiliated Borrower's other
     creditors. Effective January 1, 1995, the Partnership adopted Statement of
     Financial Accounting Standards No. 114, "Accounting by Creditors for
     Impairment of a Loan" (SFAS #114). SFAS #114 required the Partnership to
     evaluate its mortgage notes for impairment based on a measurement of the
     present value of expected future cash flows, the loans observable market
     price, or the fair value of the loans collateral if the loan is collateral
     dependent. In accordance with SFAS #114, the Partnership obtained a
     third-party appraisal of its mortgages and interest receivables which
     estimated values of the Partnership's mortgages and 


                                      F-9


<PAGE>   11

     interest receivables ranging from $1,275,000 - $1,600,000, exclusive of
     amounts received in connection with the Arrowtree refinancing (see Note
     8). The accompanying financial statements reflect the results of the
     receivables appraised values at December 31, 1995, and is based on the
     upper end of the valuation range.

     The resulting appraised valuations were based on the discounted cash flow
     analysis' of the underlying properties (discounted at 12%) assuming a
     five-year holding period with a sale occurring at the end of the fifth
     year. The total discounted cash flows were further discounted (at 50%-60%)
     to compensate for the risk associated with owning a minority
     non-controlling equity interest which the Partnership is deemed to possess
     as a lender to each of the Affiliated Borrowers.

     For the years ended December 31, 1995 and 1994, respectively, the
     Partnership reversed bad debt reserves totaling $1,653,386 and $1,923,618.
     The amounts reversed during 1995 were primarily based on interest payments
     received during the year on previously reserved amounts and the expected
     principal payments to be received in connection with the Arrowtree
     refinancing discussed in Note 8. The amounts reversed during 1994 were
     based upon management's process of reviewing the necessary reserves as
     discussed above and resulted from the increased values of the properties
     that collateralized the mortgage notes at that time. There was no change
     in the reserve during 1993.

     On November 1, 1995, Midtree Associates, Ltd. ("Midtree") refinanced the
     Midtree apartments' mortgages. The first lien mortgage in place prior to
     the refinancing had an original maturity date of August 1, 1995, but was
     extended to allow Midtree time to secure the refinancing proceeds. As part
     of the overall refinancing, the property was transferred to Phoenix Square
     Associates, Ltd. ("New Midtree"), with Midtree retaining a 99% interest in
     New Midtree. The property was refinanced with a new $4.2 million first
     lien which accrues interest at 8.1% through maturity on November 1, 2002.
     Monthly principal and interest payments are based on a 30-year
     amortization schedule. As a condition of the refinancing, the Partnership
     was required to release its second lien position and retain an unsecured
     loan from Midtree for the remaining balance on Midtree's Specific Loan.
     The remaining balance on the Midtree Specific Loan has the same economic
     and payment terms as prior to the refinancing. The Partnership believes it
     was in its best interest to agree to release its second lien position
     pursuant to the refinancing. By doing so, Midtree was able to avoid
     foreclosure on its underlying property from the original first lien holder
     and reduce the interest rate on the first lien from 12%.

     Hall Seven Trails Associates ("Arrowtree") completed an agreement with
     Prudential Insurance Company ("Prudential") in 1994 regarding
     restructuring its first lien encumbrance on which Arrowtree had been in
     default since March 1, 1989. The agreement with Prudential required
     Arrowtree to raise $345,000 in cash and funding commitments (the "New
     Capital") to fund a capital improvement escrow account, pay the lender's
     administrative costs, and to bring debt service current under its new
     terms. Arrowtree issued a capital call to equity investors and raised
     approximately $171,000 of the New Capital. The Partnership loaned
     Arrowtree $181,000 ("Arrowtree Reorganization Advance") with such funds
     being used by Arrowtree as part of the New Capital. The Arrowtree
     Reorganization Advance accrues interest at 10% compounded monthly
     beginning January 1, 1994. Interest and principal on the Arrowtree
     Reorganization Advance was deferred and 


                                      F-10


<PAGE>   12

     reserved, respectively, in 1994. Pursuant to the Partnership's analysis of
     the collectibility of receivables from the Affiliated Borrowers, a portion
     of this reserve was reversed in 1995. In 1994, the Partnership modified
     its Specific Loan from Arrowtree to agree with various modifications
     called for as part of the agreement with Prudential and in the Arrowtree
     plan of reorganization (the "1994 Arrowtree Modification"). The 1994
     Arrowtree Modification provided that repayment of the principal portion
     of Arrowtree's Specific Loan and the repayment of the Arrowtree
     Reorganization Advance and its related accrued interest is subordinate to
     Prudential receiving their entire first lien and related accrued interest.
     The interest portion of Arrowtree's Specific Loan, in addition to being
     subordinate to Prudential, is also subordinate to the repayment of all the
     New Capital contributed by equity investors plus a 10% annual preference
     on such funds. The Partnership believes it was in its best interest to
     have consented to the 1994 modification of the first lien, to have
     consented to the 1994 Arrowtree Modification, and to make the Arrowtree
     Reorganization Advance. As a result of these events, the Partnership was
     able to retain its second lien on the property since the first lien was
     not assumable by the Partnership and the Partnership did not have the
     capability of paying off the first lien. As of December 31, 1995, the
     Arrowtree Reorganization Advance was secured by the Partnership's second
     lien on the property.

     A plan of reorganization (the "Plan") for Hall Brambletree Associates
     ("Brambletree") was confirmed on May 19, 1993. According to the Plan, the
     principal and interest of $2,037,324 due to the Partnership on its
     mortgage note receivable will bear interest at 7% per annum beginning
     January 1, 1993. Property cash flow and sale and refinance proceeds will
     be allocated first to the investors who provided additional equity of
     $250,000 to Brambletree as part of the Plan (the "Participating
     Investors"), plus a 12% annual preference, then 50% to the Participating
     Investors and 50% to Hall Financial Group, Inc. ("HFGI") and the
     Partnership to be shared pro rata until HFGI and the Partnership are paid
     in full, and then 100% to the Participating Investors.

     The Partnership, Hall Buckingham Associates ("Buckingham"), and
     Buckingham's senior mortgage holder signed an agreement on July 15, 1993
     wherein the Partnership released Buckingham of its mortgage note
     receivable in return for consideration of $75,000. The Partnership
     recognized a $75,000 gain on debt settlement in 1993 since the Buckingham
     mortgage note had been fully reserved in prior periods.

     Fawntree Associates, Ltd. ("Fawntree"), an Affiliated Borrower, was sold
     for $6,400,000 on June 15, 1995. After the satisfaction of all claims
     having priority over the Partnership, Fawntree distributed $582,682 to the
     Partnership per the terms on the Fawntree Specific Loan. The Partnership
     had previously reserved the entire amount of the Fawntree Specific Loan.
     As a result of the sale of the property in 1995 and related payment to the
     Partnership, the Partnership reversed the reserve related to the repayment
     and wrote off the remaining accrued but unpaid interest of $397,408 and
     principal balance of $550,000 against the related reserves. 
     In February 1995, three of the Affiliated Borrowers entered into a 
     transaction with affiliates of NHP, Inc., Paine Webber and HFGI whereby 
     the properties were transferred to separate limited partnerships (the 
     "New LPs") by the respective Affiliated Borrower (the "NHP Transaction").
     As a result of the NHP Transaction, Lanetree Associates Limited 
     Partnership, Twintree Associates Limited Partnership and Coachtree 
     Associates Limited Partnership ("NHP Transaction 





                                      F-11

<PAGE>   13

     Partnerships") each hold a limited partnership interest in its respective
     New LP in which affiliates of NHP, Inc. and Paine Webber are general
     partners. As part of the NHP Transaction, the senior mortgage for each
     property involved in the NHP Transaction was paid in full. In addition, as
     part of the NHP Transaction, each NHP Transaction Partnership received
     cash at closing, and is entitled to a defined priority equity amount in
     the New LPs (the "Preferred Equity") and an annual return on the Preferred
     Equity of 6% per annum provided that all of the New LPs have been paid in
     full at the end of each calender quarter ("Operational Participation
     Proceeds"). In the event all of the New LPs have not been paid in full for
     Operational Participation Proceeds at the end of each calender quarter,
     the annual return on the Preferred Equity in calculating Operational
     Participation Proceeds increases to 9% per annum (hereafter referred to as
     a "Non-Major Default"). In addition to Operational Participation Proceeds,
     each NHP Transaction Partnership is entitled to a priority return of the
     Preferred Equity and any accrued and unpaid Operational Participation
     Proceeds upon refinancing or sale of the properties over other equity
     classes and a 20% participation in net proceeds available from sale or
     refinancing after payment of the Preferred Equity and any accrued and
     unpaid Operational Participation Proceeds ("Sale or Refinancing
     Participation Proceeds"). Lanetree Associates Limited Partnership
     distributed $569,419 to the Partnership in March 1995 in partial payment
     of its loan obligation to the Partnership from proceeds it received at
     closing of the NHP Transaction. There were not sufficient proceeds at
     closing (after the payment of priority repayments) to distribute funds to
     the Partnership from Coachtree Associates Limited Partnership or Twintree
     Associates Limited Partnership. However, the NHP Transaction Partnerships
     remain obligated to the Partnership pursuant to each partnership's
     Bankruptcy Plan. The terms of the Preferred Equity held by the NHP
     Transaction Partnerships provided that defined amounts be paid not later
     than December 10, 2000. NHP, Inc. has the option to pay the Preferred
     Equity amounts due the NHP Transaction Partnerships at an earlier date at
     a discounted amount. If NHP, Inc. exercises its option within twenty-one
     months of the original transaction date, or November 7, 1996, it would
     result in the following estimated payments, excluding Sale or Refinancing
     Participation Proceeds and assuming a Non-Major Default has not occurred,
     to the Partnership from each of the NHP Transaction Partnerships:

                         Coachtree                 $  177,960
                         Lanetree                  $1,167,626
                         Twintree                  $  381,815



                                      F-12

<PAGE>   14



     The amounts the Partnership would receive on December 10, 2000, excluding
     Sale or Refinancing Participation Proceeds and assuming a Non-Major
     Default has not occurred, is estimated to be:

                         Coachtree                   $  334,743
                         Lanetree                    $1,167,626
                         Twintree                    $  561,409

     As of April 8, 1996, a Non-Major Default had occurred in the NHP
     Transaction.

(4)  TRANSACTIONS WITH AFFILIATES:

     Loan origination fees of $12,396, $17,928 and $42,183 were recognized in
     1995, 1994 and 1993, respectively. In 1995, pursuant to the Partnership's
     analysis of the collectibility of receivables from the Affiliated
     Borrowers, interest income of $128,670 was recognized on the Specific Loan
     from Lanetree Associates Limited Partnership. No interest income was
     recognized on Specific Loans in 1994 or 1993. The interest income is net
     of deferred interest of $673,397, $849,228, and $971,098 on non-performing
     mortgage notes receivable in 1995, 1994 and 1993, respectively.

     The General Partner, the Managing General Partner and the Affiliated
     Borrowers are all affiliates of HFGI whose majority shareholder is Mr.
     Craig Hall. As is more fully discussed in the Partnership's Annual Report
     on Form 10-K, Part II, Item 7, certain of the limited partnerships
     affiliated with HFGI have experienced cash flow deficits due primarily to
     overbuilding and poor economic conditions in the market areas in which
     they operate. Certain of these cash flow deficits have been and are being
     funded by HFGI. HFGI may be unwilling or unable to provide additional cash
     deficit funding to the Affiliated Borrowers and there can be no assurance
     such funding will be available from other sources.

     HFGI performs administrative services for the Partnership. The Partnership
     agreement does not allow the Partnership to pay HFGI for these services.
     No provision has been made in these financial statements to record the
     value of these services. It is estimated that these services are worth
     less than $5,000 per year and are therefore insignificant to the
     operations of the Partnership.
                        
(5)  DISTRIBUTIONS TO PARTNERS:

     During the year ended December 31, 1994, distributions of $2,083 (of which
     $1,367 had been previously accrued) were paid to the General Partner. No
     distributions were made in 1995 or 1993. Such distributions were made in
     accordance with the partnership agreement which requires quarterly
     distributions of Partnership distributable cash flow, as defined.

(6)  FAIR VALUE OF FINANCIAL INSTRUMENTS:

     Statement of Financial Accounting Standards No. 107, "Disclosures About
     Fair Value of Financial Instruments," requires the Partnership to disclose
     the estimated fair values of its financial instruments.

                                      F-13

<PAGE>   15




     The carrying amount of the Partnership's cash and cash equivalents
     approximates its fair value due to the short maturity of these
     instruments. The Partnership's mortgage note receivables and accrued
     interest receivables have been recorded at their estimated fair value
     based upon an independent third-party appraisal (see Note 3).

(7)  INVESTMENT ACT OF 1940:

     The accompanying financial statements have been prepared assuming that the
     Partnership will continue as a going concern. In February 1996, the
     Partnership's attorneys advised the Partnership that the release of the
     second lien positions on certain of the loan receivables could cause the
     Partnership to be treated as an investment company under the 1940
     Investment Company Act (the "1940 Act") by the Securities and Exchange
     Commission. The Partnership cannot become an investment company under the
     1940 Act because it is in conflict with its partnership agreement and the
     purpose of the original offering. In the original offering, it was
     anticipated that when the loans were repaid, the funds would be
     distributed back to the unit holders rather than being allowed to be
     reinvested. Therefore, based upon the Partnership's original partnership
     documents, the intent was to have a liquidating fund after all the initial
     loans were made. In order to adopt a liquidating plan, a proxy will be
     sent to each unit holder for their vote. A majority vote (over 50%) will
     be required of all unit holders.

     The liquidating plan would be an immediate liquidation of the Partnership
     based on a sale of all the loans receivable to HFGI for $1.6 million. This
     amount was determined by taking the highest range of value as determined
     by an independent third party appraisal. The proceeds from the sale of the
     loans receivable plus the cash on hand will then be distributed to the
     unit holders based upon their percentage interest. The Partnership would
     then be dissolved.

     The accompanying financial statements have not been prepared on the
     liquidation basis of accounting, as it is not determinable if an immediate
     liquidation of the Partnership will be required. This uncertainty raises
     substantial doubt about the Partnership's ability to continue as a going
     concern. The accompanying financial statements do not include any
     adjustments that might result from the outcome of this uncertainty.

(8)  SUBSEQUENT EVENTS:

     In January 1996, Northtree Associates Limited Partnership ("Candlewick")
     refinanced the Candlewick apartments' mortgages. The property was
     refinanced with a new $5.0 million first lien mortgage which accrues
     interest at 7.58% with principal and interest payments due monthly based
     on a 22-year amortization schedule through maturity on February 1, 2003.
     As a condition of the refinancing agreement, the Partnership was required
     to release its second lien position and retain an unsecured loan from
     Candlewick for the remaining balance on Candlewick's Specific Loan. The
     remaining balance on the Candlewick Specific Loan has the same economic
     terms as prior to the refinancing. The Partnership believes it was in its
     best interest to release its second lien position to allow the refinancing
     to be consummated, thereby decreasing Candlewick's first lien mortgage
     interest rate and extending the maturity date.


                                      F-14

<PAGE>   16


     In January 1996, the Arrowtree apartments' mortgages were refinanced. As
     part of the overall refinancing, the property was transferred to Arrowtree
     Properties, Ltd. ("New Arrowtree"), with Arrowtree retaining a 99%
     interest in New Arrowtree. The property was refinanced with a new $2.75
     million first lien mortgage which accrues interest at 7.57% with principal
     and interest payments due monthly. The refinancing allowed Arrowtree to
     repay the Partnership in full the principal and accrued interest on the
     Arrowtree Reorganization Advance and to make a partial payment of
     approximately $913,000 on Arrowtree's Specific Loan. As a condition of the
     refinancing agreement, however, the Partnership was required to release
     its second lien position and retain an unsecured loan from Arrowtree for
     the remaining balance on Arrowtree's Specific Loan. The remaining balance
     on the Arrowtree Specific Loan has the same economic and payment terms as
     prior to the refinancing.

                                      F-15

<PAGE>   17
                                   SIGNATURE

        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 as of February 21,
1997. 


                           HALL INSTITUTIONAL MORTGAGE FUND LIMITED
                           PARTNERSHIP, an Arizona limited partnership
                            
                                 By:  HALL PENSION FUND ASSOCIATES, LTD.
                                      its General Partner
                            
                                      By:  HALL 1985 MANAGEMENT ASSOCIATES, LTD.
                                           its General Partner
                            
                                           By:  HALL APARTMENT ASSOCIATES, INC.,
                                                its General Partner
                            
                                                By:  /s/ Donald L. Braun
                                                     ---------------------------
                                                     Donald L. Braun
                                                     President