<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-K

                    Annual Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                     For the Year Ended December 31, 1995

                        Commission File Number 2-39494

                           AMERICAN HOUSING PARTNERS

                       A California Limited Partnership

                 I.R.S. Employer Identification No. 95-6345278

     12100 Wilshire Boulevard, Suite 1400, Los Angeles, California  90025

       Registrant's Telephone Number, Including Area Code (310) 207-0704

     Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

                                     NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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 ___  No   X
                                             ---

The registrant is a limited partnership and therefore has no voting stock. As of
December 31, 1995, 7,005 limited partnership interests ("Interests") were
outstanding, which had been issued originally in 1971. The Interests are not
currently traded on any market. Therefore, no market selling price and no
average bid or asked prices exist for the 60 days prior to the date of filing.
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page
<S>                                                                    <C>
PART I.                                                                   
                                                                          
Item 1.       Business                                                   1
                                                                          
Item 2.       Properties                                                 3
                                                                          
Item 3.       Legal Proceedings                                          4
                                                                          
Item 4.       Submission of Matters to a Vote of Security Holders        6
                                                                          
                                                                          
PART II.                                                                  
                                                                          
Item 5.       Market for the Registrant's Partnership Interests          7
                                                                          
Item 6.       Selected Financial Data                                    8
                                                                          
Item 7.       Management's Discussion and Analysis of                    8
              Financial Condition and Results of Operations             
                                                                          
Item 8.       Financial Statements and Supplementary Data                9
                                                                          
Item 9.       Changes in and Disagreements with Accountants              9
              on Accounting and Financial Disclosure                    
                                                                          
                                                                          
PART III.                                                                 
                                                                          
Item 10.      Directors and Executive Officers of the Registrant        10
                                                                          
Item 11.      Executive Compensation                                    11
                                                                          
Item 12.      Partnership Interest Ownership of Certain                 11
              Beneficial Owners and Management                          
                                                                          
Item 13.      Certain Relationships and Related Transactions            11
                                                                          
                                                                          
PART IV.                                                                  
                                                                          
Item 14.      Exhibits, Financial Statement Schedules                   12
              and Reports on Form 8-K                                   
</TABLE>
<PAGE>
 
                                    PART I


ITEM 1.  BUSINESS

     American Housing Partners ("AHP"), a California limited partnership, was
formed on June 7, 1971, to invest through local limited partnerships in
government assisted multi-family housing developments ("Projects" or 
"Government-Assisted Properties"). Each local limited partnership owns,
individually, a single low to moderate income multi-family housing project which
is subsidized and/or mortgage-insured by the federal government. During 1995,
and as of December 31, 1995, AHP held interests in five local limited
partnerships which own and operate a Project. The general partner of AHP is NIDC
Managers, Inc., a Delaware corporation ("NIDMI" or "the General Partner"). See
Item 12 "Partnership Interest Ownership of Certain Beneficial Owners and
Management".

     In order to stimulate private investment in low and moderate income housing
of the types in which AHP has invested, the federal government has provided
investors with significant ownership incentives, including interest subsidies,
rent supplements, mortgage insurance and other measures, with the intent of
reducing the risks and providing the investors/owners with certain tax benefits,
plus limited cash distributions and the possibility of long-term capital gains.
However, there are significant risks inherent in this type of housing.  Long-
term investments in real estate limit the ability of AHP to vary its portfolio
in response to changing economic, financial and investment conditions, and such
investments are subject to changes in economic circumstances and housing
patterns, rising operating costs and vacancies, rent controls and collection
difficulties, costs and availability of energy, as well as other factors which
normally affect real estate values.  In addition, these projects usually involve
greater management burdens and operating expenses than conventional housing
projects.

     AHP's Projects were typically initiated by private developers who optioned
or acquired the sites and applied for Federal Housing Administration (FHA)
mortgage insurance and subsidies.  AHP became the sole limited partner in local
limited partnerships formed to become the owners of such Projects.  As a limited
partner, AHP's liability for obligations of the local limited partnership is
limited to its investment.  The developer typically became the managing general
partner of the local limited partnership, with responsibility for developing,
constructing, maintaining, operating and managing the Project.  Generally, NIDC
Housing Corporation, a Delaware corporation ("NIDHC"), or NIDC Asset Management,
Inc., a Delaware corporation ("NIDAM"), is a co-general partner of each local
limited partnership.  As such, NIDHC or NIDAM has the right to participate in
certain decisions that affect AHP's investment in the local limited partnership.
NIDHC and NIDAM also have the right to replace the developer as the managing
general partner of the local limited partnership and to assume day-to-day
operational control of the local limited partnership's affairs upon the
occurrence of certain events considered adverse to AHP's investment.  NIDHC and
NIDAM are affiliates of NIDMI.  See Item 12 "Partnership Interest Ownership of
Certain Beneficial Owners and Management".

                                      -1-
<PAGE>
 
     Although each of the Projects in which AHP holds an indirect interest must
compete in the marketplace for tenants, the receipt of interest subsidies and
rent supplements from the federal government make it possible to offer these
dwelling units to tenants with low and moderate income at prices below the
market rate for comparable dwelling units in the area.

     During 1995, the Projects operated, in the aggregate, with positive cash
flow.  The distributions from the local limited partnerships are limited by the
Projects' regulatory agreements with HUD or other similar state agencies, to 6%
per annum of the original equity provided to the Project (as determined by HUD),
payable only when cash is available as determined by a formula provided by HUD.
Of the distributions payable to AHP and the general partners of the local
limited partnerships at December 31, 1995, a portion is currently payable and
the remainder is deferred until there is available cash.

     In 1983, AHP adopted a policy of selling the Projects in which it holds an
interest (through the local limited partnership) when such sale can be made on
satisfactory terms and deemed in the best interest of the partners of AHP.  This
policy resulted in two Project sales in 1983, four Project sales in 1984, one
Project sale in 1985 and three Project sales in 1989.  Of the 20 Projects in
which AHP held an interest through its ownership of local limited partnerships
(19 originally and one acquired), five remain and one, Woodbrook Apartments,
which was sold in 1985, still has not had a final closing.  See Item 2.
Properties and Item 3.  Legal Proceedings.  Due to certain partnership
amendments approved by the limited partners in December 1984, NIDMI has been
granted additional discretion to consummate the sale of the remaining Projects
in which AHP holds an interest.

     In addition the term of AHP under its original Partnership Agreement
expired on December 31, 1993, and has not been renewed.  AHP, has, therefore
been operating since January 1, 1994 as a partnership in dissolution.  As such,
AHP cannot acquire new properties or other assets and NIDMI has been obliged to
bring about the orderly liquidation of the Partnership, and the distribution of
its assets to its Partners.  Consequently, NIDMI has continued in its efforts to
finalize the sale of the remaining Projects in which AHP holds an interest.

     NIDMI has been unable to find buyers for interests which continue to be
controlled by others at prices sufficient to justify their disposition.  Sale
of any Project is subject to the approval of all general partners of the local
limited partnership as well as approval of any such transfer by HUD.  Because
either such approval, if not forthcoming, could (as has previously happened)
delay or block the sale of any Project owned by that partnership, any attempt to
sell an investment has had to be limited to sale of AHP's interest in a local
limited partnership.

     NIDMI has, nevertheless, taken steps to determine the liquidation value of
the portfolio. NIDMI has tried to (a) evaluate each property, and (b) assign a
value to the Partnership's interest in such property or the debt secured
directly or indirectly by such property utilizing a variety of means including
an expert review of the evaluation methodologies used.  The General Partner has
asked the managing general partners of those local limited partnerships still
owning properties to make offers to the Partnership and have similarly sought
offers from the managing general partners of the partnerships owing money to 

                                      -2-
<PAGE>
 
the remaining local limited partnerships to purchase the wraparound notes and
partnership interest.

     While some properties have sufficient value and marketability to create the
possibility, at least that AHP's interest therein could be sold for a reasonable
price, other assets may not be readily marketable.  For some properties, there
may be no buyer whatsoever.  While NIDMI has delayed liquidation of AHP because
of the difficulty in disposing of assets it does not believe that it can or
should delay further, since the Partnership's term has expired.

     The General Partner will, therefore, sell AHP's assets for the best price
available and distribute the proceeds of the sale to the partners.  If some
sales cannot be completed by that date or some properties cannot be disposed of
at all, NIDMI will acquire the unsold assets in order to permit the liquidation
and termination of before the beginning of the 1999 tax year.

ITEM 2.  PROPERTIES

     AHP holds interests as a limited partner in local limited partnerships that
have developed, own, and operate government-assisted multi-family housing
developments.  See Item 1.  Business.  The properties were developed from the
proceeds of mortgage loans obtained by the local limited partnerships to provide
affordable housing to the low and moderate income groups.

     The five Projects are composed primarily of garden and townhouse type
apartments representing 518 units located in four states.  The typical Project
includes a mix of 1, 2, and 3 bedroom units, laundry facilities and parking
areas, with some projects containing a playground and/or swimming pool.  The
individual units include all normal amenities with most including automatic
dishwasher and air conditioning.

     In 1983, AHP adopted a policy of selling the Projects in which it holds an
interest (through the local limited partnership) when such sale can be made on
satisfactory terms and deemed in the best interest of the partners of AHP.  See
Item 1.  Business.

     AHP sold its Partnership interest in 3 Projects in 1989.  Set forth below
is a schedule as of December 31, 1995 of Projects owned by local limited
partnerships in which AHP is a limited partner, together with the current
occupancy status of each Project.

                                      -3-
<PAGE>
 
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------

                                SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                                           IN WHICH AHP HAS AN INVESTMENT

  Name & Location       No.        Project Type       Insured and/or            Units              Units                
                       Units                         Subsidized Under         Authorized         Occupied/           
                                                                              For Rental        Percentage           
                                                                              Assistance       Total Units            
                                                                               Section 8                           

------------------------------------------------------------------------------------------------------------ 
<S>                    <C>         <C>               <C>                      <C>             <C>       <C> 
Jennifer Apts.         50            Garden          FHA Sec. 236                30            50       100%           
Columbus, OH                                                                                                      
                                                                                                                  
Milham Meadows I      102            Garden          FHA Sec. 236 Michigan       45           143        95%           
Portage, MI            48           Townhouse        State Housing Devel Auth                                     
                                                                                                                  
Pine Villa             50            Garden          FHA Sec.236                 40            50       100%           
Spokane, WA                                                                                                       
                                                                                                                  
Tanglewood Terrace    196            Garden          FHA Sec. 221(d)(4)           *           167        85%           
Texarkana, TX                                                                                               
                                                                                                            
Woodhaven Apts.        72            Garden          FHA Sec. 221(d)(4)           *            71        98%        
Spokane, WA                        
</TABLE>

*  RENTS DECONTROLLED IN 1984.

ITEM 3.  LEGAL PROCEEDINGS

     The 1991 Report contained a description of a series of administrative and
legal proceedings relating to disputes between the Department of Housing and
Urban Development ("HUD") and Associated Financial Corporation ("AFC") and its
affiliates (collectively, the "AFC Group"). Members of the AFC Group include
both General Partners of the Partnership and general partners of the Operating
Partnerships. The information relating to such proceedings, contained on pages 4
through 30 of the 1991 Report, is incorporated herein by this reference.

     In April, 1994, members of the AFC Group entered into a comprehensive
settlement agreement with HUD (the "Settlement Agreement") on terms which the
General Partners believe are decisively favorable to the AFC Group.  Under the
Settlement Agreement, all of HUD's administrative proceedings against members of
the AFC Group, including those relating to the dispute regarding Westport
Housing Corporation, were dismissed on terms which do not permit HUD to
reinstitute any of the proceedings, and HUD agreed to refrain from using any of
the facts it alleged in the administrative proceedings or other facts relating
to the current condition of the properties owned by members of the AFC Group in
any future administrative proceedings.  HUD also terminated the 1992 suspension
and proposed debarment of the members of the AFC Group, including the General
Partners.  Under the Settlement Agreement, members of the AFC Group will regain
the unrestricted right to participate in HUD programs and otherwise do business
with HUD with respect to Government Assisted Properties.

                                      -4-
<PAGE>
 
     As described on pages 6-9 of the 1991 Report, which pages are incorporated
herein by this reference, the various partnerships affiliated with the AFC Group
and others initiated an actions against HUD officials in United States District
Court in January, 1993.  In one case involving the Germano Partnership, the
District Court judge granted to the plaintiffs substantially all the relief they
had requested, including requiring HUD to renew its Section 8 Housing Assistance
Payments Contract ("HAP Contract") with the Germano Partnership.  The plaintiffs
in three similar District Court actions, described or referred to on pages 9-12
of the 1991 Report and each involving a property owned by a member of the AFC
Group, also obtained substantially all the relief they sought, including in each
case renewing an existing HAP Contract or entering into a new HAP Contract.
After obtaining the relief they sought, the plaintiffs in the District Court
actions consented to dismissals of the actions.

     In view of the favorable results they had obtained in the District Court
actions, plaintiffs in the four actions filed petitions for attorney's fees
against HUD. Under the Settlement Agreement, HUD agreed to pay a total of
approximately $167,500 to plaintiffs in the District Court actions, and the
plaintiffs agreed to move for dismissal of their petitions for attorney's fees.

     The 1991 Report contained a description of a civil action relating to Tyler
House, a Government-Assisted Property in which affiliates of the General
Partners had invested.  See pages 24 and 29 of the 1991 Report, which
information is incorporated herein by this reference.  As indicated therein, the
defendants appealed the judgments based upon the verdict against them.  The
appellate court subsequently denied the defendants' appeal, and the defendants
then duly satisfied the judgment.  The General Partners' prediction that the
judgment would not interfere with the performance by the General Partner of its
duties to the Partnership and that the Partnership would not be adversely
affected by the result in the litigation proved to be correct.

     On May 8, 1997, the United States filed an action against Associated
Financial Corporation, certain members of the AFC Group, including Messrs. Ross
and Rozet, and others, in the United States District Court for the Northern
District of California charging that the defendants were wrongfully
participating in the fees earned by the management agent for several properties
(not including any of the properties invested in by the Partnership) and had not
disclosed this arrangement and, thus, were violating provisions of the
applicable regulatory agreements and other agreements governing the subject
properties. The Complaint did, however, allege that the defendants made certain
false claims regarding the condition of the Sierra Nevada property. Defendants
filed an answer on August 11, 1997, denying the material allegations of the
Complaint, and asserting various separate and additional defenses.

     The government filed an amended complaint on March 2, 1998, adding
additional defendants none of whom are part of the AFC Group and added a claim
that the defendants, including the new defendants made false claims in
connection with the obtaining of insurance for various HUD-insured properties.
The defendants have filed answers to the First Amended Complaint, again denying
the material allegations of the Complaint and asserting various separate and
additional defenses.

     While substantial document discovery has been completed, the defendants
intend to move to compel significant delivery from the government of substantial
additional 

                                      -5-
<PAGE>
 
documentation. Deposition discovery is in its early stages. Given the defendants
need to obtain significant additional discovery, counsel can offer no opinion as
to the outcome of the litigation at this time.

     The General Partner believes that when all of the facts are presented to an
impartial judge, the defendants will be exonerated.  However, the complaint
contains serious allegations against the defendants and every effort will be
made to show that the government is wrong in bringing the lawsuit. At this time,
the general partner does not believe that there will be any material adverse
affect to the Partnership and the operation of its investments, much like the
previous litigation with HUD described above.

Woodbrook Apartments

     A suit was commenced in January, 1976, in the New York Supreme Court by
Woodbrook Houses Associates against Hercoform Marketing (the general
contractor), Tiffany-Armstrong (the architect), Beardsley and Beardsley (site
engineers) and Seaboard Surety Company (the general contractor's insurer) to
recover damages for construction deficiencies.  The cost of correcting these
deficiencies and the additional expenses caused by these deficiencies is
estimated to exceed $700,000.  The general contractor has interposed
counterclaims in the amount of $58,000.  Because of the complexity of this
lawsuit, legal counsel cannot express an opinion on its probable outcome.  As a
condition of the sale of Woodbrook Apartments, primary responsibility to pursue
this matter shifted to the new owners, CPY Partnership.  However, the Registrant
continues to be involved in the case and will share in the case and will share
in any ultimate award or settlement obtained by Woodbrook Houses Associates.

     A suit involving Woodbrook Apartments was commenced on January 11, 1983 in
the New York Supreme Court by K-Line Windows, Inc. against Mayzan Management
Corporation (the on-site management company for Woodbrook Apartments) and NIDAM.
The action is based upon a claim for an unpaid contract sum for the installation
of storm windows at the project.  On September 4, 1984, a summary judgment was
granted to the plaintiff in the amount of $56,877.  The defendants have
interposed various motions to delay execution of this judgment.  Settlement
negotiations are presently underway to resolve this judgment.  As a condition of
the sale of Woodbrook Apartments, CPY Partnership agreed to assume full
financial responsibility for the settlement of this suit although NIDAM remains
a defendant in this action.

     At this time, it appears that neither of the two foregoing lawsuits is
being actively pursued by any party to either suit.

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

     No matter was submitted during the fourth quarter of the fiscal year ending
December 31, 1995 to a vote of security holders.

                                      -6-
<PAGE>
 
                                    PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS

     AHP partnership interests are not actively traded and no public trading
market exists.  From time to time, a sale of the partnership interests is made
at a price negotiated between the buyer and seller.  The transactions are
handled through a limited number of broker-dealers.

     As of December 31, 1995 there were 5 general partner interests held by
NIDMI and 7,005 limited partner interests held by 513 limited partners.  This
figure is based upon the number of record holders as reported by the
Registrant's transfer agent.

     During 1991 no cash distributions were made.

     During 1992 no cash distributions were made.

     During 1993 no cash distributions were made.

     During 1994 no cash distributions were made.

     During 1995 no cash distributions were made.
<PAGE>
 
ITEM 6.  SELECTED FINANCIAL DATA


     The following summary of selected financial data should be read in
conjunction with Item 14, herein, which also includes a summary of AHP's
significant accounting policies.

<TABLE>
<CAPTION>
=======================================================================================================
FOR THE YEAR               1995             1994           1993           1992          1991
ENDED DEC. 31:                                    
<S>                   <C>              <C>            <C>            <C>           <C> 
Interest and               
other income               3,625            2,533            -0-            -0-           301 

Distributions in         
excess of                
investment               103,400          559,041         62,409         15,756        26,487

Income (Loss)             
from operations           30,334          369,769        (10,878)       (59,407)     (135,081) 
                                                                                                 
Net earnings                                                                                     
(loss)                    30,334          369,769        (10,878)       (59,407)     (135,081)   
                                                                                                 
Net earnings                                                                                     
(loss) per                
partnership                 
interest                    4.33            52.75          (1.55)         (8.47)       (19.27) 
 
AT YEAR END:

Total assets           9,768,431        9,851,368      9,725,524      9,884,036    10,118,280
                                  
Long-term debt        10,769,092       10,874,083     11,026,594     11,226,698    11,438,190

Partners' deficit     (1,033,864)      (1,064,198)    (1,433,967)    (1,423,089)   (1,363,682)

Deficit per
partnership              
interest                 (147.48)         (151.81)       (204.56)       (203.01)      (194.53) 
 
Distributions
per partnership              
Interest                     -0-              -0-            -0-            -0-           -0- 
 
Number of
limited partners             513              517            509            505           501
=======================================================================================================
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.

RESULTS OF OPERATIONS:

     Payments received in 1995, 1994 and 1993 on notes receivable resulting from
project sales in prior years were limited to the amounts required to service the
underlying HUD mortgages on these projects.  The Partnership also received
surplus cash distributions of 

                                      -8-
<PAGE>
 
$103,400, $559,041 and $62,409 for 1995, 1994, and 1993, respectively. For
income tax purposes, AHP's share of net interest income recognized on the notes
receivable was $104,991 for 1995, compared with $152,511 and $200,104 for 1994
and 1993, respectively. For financial statement purposes, as the sales are
accounted for under the cost recovery method, all interest income is deferred
until the cost of the respective property is recovered.

     Total revenue generated in 1995 was $107,025 compared with $561,574 and
$62,409 for 1994 and 1993, respectively.  For all three years, distributions
received from partnerships in which AHP holds interests represent more than 96%
of total revenue.  For income tax purposes, cash distributions received are
treated as offsets to investment.

     Total expenses for 1995 were $76,691, compared with $191,805 and $73,287
for 1994 and 1993, respectively, a decrease of 60% from 1994 to 1995 and an
increase of 162% from 1993 to 1994.  The decrease in 1995 compared to 1994 is
mainly due to a decrease in professional fees incurred in 1994 of $130,500, not
incurred in 1995.

     Net income for 1995 was $30,334 compared to $369,729 for 1994 compared to
the net loss of $10,878 for 1993.

LIQUIDITY AND CAPITAL RESOURCES:

     Although the Partnership is actively seeking to divest itself of projects
in which it has investments, the financial health and operating prospects of the
remaining projects is still viable.  Distributions of cash are still being
received from the remaining projects, and the Partnership continues to receive
proceeds from the prior sales.  There are currently no appreciable problems with
projects owned by partnerships in which AHP holds interests.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements together with the auditors' report thereon are set
forth at the pages indicated in Item 14 (a)(1) and (2).

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.


     None

                                      -9-
<PAGE>
 
                                   PART III


ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT


     AHP has no officers or directors.  The officers and directors of NIDMI (the
General Partner) are as follows:


          NAME                POSITION

          Deane Earl Ross     Director, President and Treasurer

          A. Bruce Rozet      Director and Chief Executive Officer

          Suzanne Magnuson    Secretary


     The following biographical information is presented for the officers and
directors of NIDMI.

     Mr. Ross has been a principal officer of the Associated Financial
Corporation ("AFC") group of companies, including affiliates of the General
Partner, since the inception of a predecessor corporation, Oakdale Corporation,
a California corporation (which is now a wholly-owned subsidiary), in 1973.  The
AFC organization, including certain predecessors, has been continuously engaged
in the field of government-assisted low to moderate income housing developments
since its inception.

     Mr. Ross is a real estate executive with more than 35 years' experience in
the field of government-assisted housing.  In 1987, he testified before the U.S.
Senate Committee on Banking, Housing and Urban Affairs on matters relating to
housing legislation.  Mr. Ross earned a Bachelor's Degree in Real Estate &
Finance from the Wharton School of Finance & Commerce of the University of
Pennsylvania.

     Mr. Rozet has been Chairman of the Board of Associated Financial
Corporation and certain of its Affiliates, including AFC Capital Corporation,
since 1984, except for a brief period from August 1985 to February 1986.
Concurrently, from 1975 until 1987, he was also Chairman of the Board of
National Development Services Corporation, a California corporation engaged in
providing consulting services principally relating to the financial structuring
of government-assisted, low to moderate income housing developments.

     Mr. Rozet has been a financier for more than 25 years with substantial
experience in the field of real estate, most significantly relating to
government subsidized multi-family residential housing. Since 1972, Mr. Rozet
has been involved in the equity financing of approximately 500 government-
assisted apartment developments relating to approximately 50,000 apartment
units. Mr. Rozet has served on a task force for the U.S. Department of Housing
and Urban Development formed to aid HUD personnel in the development and
implementation of advanced processing procedures. Mr. Rozet has also provided
consulting services to Congressional staff personnel with respect to housing
legislation. In 1988, Mr.

                                     -10-
<PAGE>
 
Rozet testified before the U.S. House of Representatives Committee on Ways and
Means on matters relating to the Low Income Housing Tax Credit.

     Mr. Rozet earned a Bachelor of Science Degree in Industrial Engineering
from Pennsylvania State University and completed graduate studies in Corporate
Finance and Strategic Planning at the University of California at Los Angeles
(UCLA).

     Ms. Magnuson is Secretary of National Palisades Corporation and has been an
executive officer to certain of its affiliates and predecessors since 1977.  In
June, 1987, Ms. Magnuson became Secretary of NIDMI.

ITEM 11.  EXECUTIVE COMPENSATION

     AHP has no executive officers.  No person acting in such capacity received
compensation in 1995 directly or indirectly from AHP.

ITEM 12.  PARTNERSHIP INTEREST OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     No person is known to own beneficially in excess of five percent of the
outstanding partnership interests of AHP.  NIDMI, the General Partner, holds
five non-voting General Partnership Interests and five voting Limited
Partnership Interests.  NIDMI is beneficially owned by A. Bruce Rozet and Deane
Earl Ross, who are the Directors and executive officers of NIDMI.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     NIDAM earned management fees of $50,000 during 1995 from AHP, which
represents 22.9% of NIDAM's total revenue during 1995.  NIDAM and NIDHC are
general partners in the local limited partnerships in which AHP has invested.
A. Bruce Rozet and Deane Earl Ross, the Directors of NIDMI, beneficially own and
are executive officers of NIDAM and NIDHC.

                                     -11-
<PAGE>
 
                                    PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K:

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

     (1)  Financial Statements:

<TABLE>  
<CAPTION> 
                                                                        PAGE
     <S>                                                                <C> 
          Report of Independent Certified Public Accountants             F-1
          Balance Sheets - December 31, 1995 and 1994                    F-2
          Statements of Operations for the Three Years
               Ended December 31, 1995                                   F-3
          Statements of Partners' Deficit for the
          Three Years Ended December 31, 1995                            F-4
          Statements of Cash Flows for the Three Years
               Ended December 31, 1994                                   F-5
          Notes to the Financial Statements                              F-6
 
     (2)  Financial Statement Schedules:

          Report of Independent Certified Public Accountants             S-1

          Schedule IV
               Amounts Due from Related Parties                          S-2

          Schedule XI
               Real Estate and Accumulated Depreciation of
               Limited Partnerships in which the Partnership
               has an Investment                                         S-5

          Schedule XII
               Mortgage Loans on Real Estate                             S-8

       Schedule XIII
               Investments in and Advances to Limited Partnerships      S-11
</TABLE> 

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

(b) Reports on Form 8-K

No reports on Form 8-K were filed by AHP during the last quarter of fiscal year
1995.

                                     -12-
<PAGE>
 
                                  SIGNATURES


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


                              AMERICAN HOUSING PARTNERS
                              a California limited partnership

                              By:  NIDC Managers, Inc.
                                    General Partner


Date:  July 16, 1998          By: /s/ Deane Earl Ross
                                 ----------------------------------------------
                                 Deane Earl Ross
                                 President and Director


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 and on the dates indicated.

Date:  July 16, 1998          By: /s/ A. Bruce Rozet
                                 ----------------------------------------------
                                 A. Bruce Rozet, Chairman of the Board and Chief
                                 Executive Officer of NIDC Managers, Inc.


Date:  July 16, 1998          By: /s/ Deane Earl Ross
                                 ----------------------------------------------
                                 Deane Earl Ross, Director, President and
                                 Treasurer (Chief Financial Officer and Chief
                                 Accounting Officer) of NIDC Managers, Inc.


                                     -13-
<PAGE>
 
              [LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP]


              Report of Independent Certified Public Accountants
              --------------------------------------------------


To the Partners
American Housing Partners


We have audited the accompanying balance sheets of American Housing Partners (a
California limited partnership) as of December 31, 1995 and 1994 and the related
statements of operations, partners' deficit and cash flows for each of the three
years in the period ended December 31, 1995.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  We did
not audit the financial statements of certain limited partnerships in which the
Partnership has an investment, the statements of which reflect total assets and
revenues constituting 100% of the combined totals of the limited partnerships in
the years presented.  These statements were audited by other auditors, whose
reports thereon have been furnished to us and our opinion, insofar as it relates
to the amounts included in Note C for those limited partnerships, is based
solely upon the reports of the other auditors.

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

In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of American Housing Partners as of December 31, 1995 and
1994 and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

/s/ Bay Sherman Craig, & Goldstein, LLP

Los Angeles, California
July 29, 1997, except for Note I,
 as to which the date is July 7, 1998

                                      F-1
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                                BALANCE SHEETS

                                 DECEMBER 31,

            ASSETS

<TABLE> 
<CAPTION> 
                                               1995         1994
                                           -----------  -----------
<S>                                        <C>          <C>  
Cash                                       $    21,916  $    17,267
Notes receivable, deferred cash
 payments and accrued interest
 from related parties - Net of
 deferred gain and deferred
 interest income (Notes A, B
 and D)                                      9,425,530    9,530,521
Due from affiliates (Note H)                   320,205      303,580
Due from asset management company                  780            -
Investments in and advances to limited 
 partnerships (Notes A and C)                        -            -
                                           -----------  -----------
 
                                           $ 9,768,431  $ 9,851,368
                                           ===========  ===========

   LIABILITIES AND PARTNERS' DEFICIT

Accounts payable                           $    33,203   $   40,703
Due to asset management company                      -          780
Mortgages payable (Note D)                  10,225,327   10,330,318
Loans payable (Note D)                         543,765      543,765
                                           -----------  -----------
                                            10,802,295   10,915,566
                                           -----------  -----------
 
Contingent liability (Note I)
 
Partners' deficit (Note J):
 Limited partners                           (1,033,128)  (1,063,440)
 General partner                                  (736)        (758)
                                           -----------  -----------
                                            (1,033,864)  (1,064,198)
                                           -----------  -----------
  
                                           $ 9,768,431  $ 9,851,368
                                           ===========  ===========
</TABLE>

See notes to the financial statements.

                                      F-2
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                           STATEMENTS OF OPERATIONS

                           YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                          1995      1994       1993
                                        --------  --------  ----------
<S>                                     <C>       <C>       <C>
REVENUES:
  Distributions in excess of
    investment (Note C)                 $103,400  $559,041  $  62,409
  Interest                                 3,625     2,533          -
                                        --------  --------  ---------
                                         107,025   561,574     62,409
                                        --------  --------  ---------
 
EXPENSES:
  Management fees (Note E)                50,000    50,000     50,000
  Professional fees (Note G)              23,250   137,186     18,886
  Communication with partners              3,441     2,987      2,088
  Miscellaneous                                -     1,632      2,313
                                        --------  --------  ---------
                                          76,691   191,805     73,287
                                        --------  --------  ---------
 
 
NET INCOME (LOSS) (Notes A
 and F)                                 $ 30,334  $369,769  $ (10,878)
                                        ========  ========  =========
 
Net income (loss) per
 partnership unit (based
 upon 7,010 units)                         $4.33  $  52.75  $   (1.55)
                                        ========  ========  ========= 
</TABLE>

See notes to the financial statements.

                                      F-3
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                        STATEMENTS OF PARTNERS' DEFICIT

                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE> 
<CAPTION> 
                                                Limited       General
                                   Total        Partners      Partner
                                -----------   -----------   ---------
<S>                             <C>           <C>           <C> 
Partnership units throughout
  the period                          7,010         7,005           5
                                ===========   ===========   =========
 
Balance, January 1, 1993        $(1,423,089)  $(1,422,075)  $  (1,014)
 
Net loss                            (10,878)      (10,870)         (8)
                                -----------   -----------   ---------
 
Balance, December 31, 1993       (1,433,967)   (1,432,945)     (1,022)
 
Net income                          369,769       369,505         264
                                -----------   -----------   ---------
 
Balance, December 31, 1994       (1,064,198)   (1,063,440)       (758)
 
Net income                           30,334        30,312          22
                                -----------   -----------   ---------
 
Balance, December 31, 1995      $(1,033,864)  $(1,033,128)  $    (736)
                                ===========   ===========   =========
</TABLE>

See notes to the financial statements.

                                      F-4
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                           STATEMENTS OF CASH FLOWS

                           YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                           1995        1994       1993
                                         ---------  ----------  ---------
<S>                                      <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                       $ 30,334   $ 369,769   $(10,878)
 Adjustments to reconcile net
  income (loss) to net cash provided
  by operating activities:
   Due from asset management
    company                                (1,560)          -          -
   Increase (decrease) in:
    Accounts payable                       (7,500)     (4,414)     2,470
    Management fee payable                      -     (87,000)    50,000
                                         --------   ---------   --------
      Net cash provided by
       operating activities                21,274     278,355     41,592
                                         --------   ---------   --------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Loans to affiliates                      (16,625)   (303,580)         -
                                         --------   ---------   --------

       Net cash used in
       investing activities               (16,625)   (303,580)         -
                                         --------   ---------   --------
 
NET INCREASE (DECREASE) IN CASH             4,649     (25,225)    41,592
 
Cash at beginning of year                  17,267      42,492        900
                                         --------   ---------   --------
 
Cash at end of year                      $ 21,916   $  17,267   $ 42,492
                                         ========   =========   ========
</TABLE>

Noncash investing and financing activities:

 Principal payments on mortgages payable were made by buyers on behalf of the
 Partnership totaling $104,991, $152,511 and $200,104 during the years ended
 December 31, 1995, 1994 and 1993, respectively.

See notes to the financial statements.

                                      F-5
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                       NOTES TO THE FINANCIAL STATEMENTS

                       DECEMBER 31, 1995, 1994 AND 1993



A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    A summary of the significant accounting policies consistently applied in the
    preparation of the accompanying financial statements follows.

    (1)   Organization and Line of Business

    American Housing Partners (the Partnership) was formed as a limited
    partnership on June 7, 1971 under the laws of the State of California, with
    its general partner, NIDC Managers, Inc. (NIDMI), owning five partnership
    interests and the initial limited partner owning five partnership interests.
    On August 31, 1971, the Partnership issued 7,000 partnership interests to
    limited partners through a public offering.

    The Partnership is engaged primarily in investing in limited partnerships
    that own and operate government-assisted, multi-family, residential rental
    projects.  The general partners of the limited partnerships generally are
    affiliates of NIDMI.

    The accompanying financial statements include only the assets, liabilities,
    results of operations and cash flows which relate to the Partnership, and
    not those attributable to the partners' individual activities.

    (2)   Investments in Limited Partnerships

    The Partnership uses the equity method to account for its investments in
    limited partnerships.  Accordingly, for financial statement purposes, when
    the carrying value of the investment has been reduced to zero, the
    Partnership discontinues recognizing its share of the limited partnerships'
    losses and recognizes cash distributions as income when received.

    (3)   Revenue Recognition

    Gains on the sale of investments in limited partnerships are accounted for
    using the cost recovery method.  Under this method, no gain is recognized
    until cash payments by the buyers to the Partnership exceed the
    Partnership's investments in the limited partnerships sold and all accrued
    interest has been received.

                                      F-6
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

    (4)   Income Taxes

    No provision has been made for income taxes in the accompanying financial
    statements since such taxes, if any, are the liability of the individual
    partners.

    (5)   Cash Equivalents

    The Partnership considers all highly liquid debt instruments purchased with
    a maturity of three months or less to be cash equivalents.

    (6)   Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the 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.


B.  SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES

    Prior to 1985, six limited partnerships in which the Partnership had an
    interest disposed of the multi-family, HUD-regulated, residential rental
    projects and certain other assets and liabilities owned by them. The
    projects were sold for various sales prices consisting of cash down
    payments, deferred cash payments due in future annual installments and the
    remainder due in the form of nonrecourse all-inclusive residual notes
    receivable. The residual notes, which include the unpaid principal balances
    of the related underlying HUD mortgages, bear interest at 14% per annum and
    are collateralized by the various purchasers' partnership interests. The
    residual notes contain provisions which limit the accrual of interest if the
    sum of the unpaid principal plus accrued interest exceeds the appraised
    value of the respective project at specified dates. Based on values
    determined by management, the accrual of interest on two residual notes was
    suspended as of January 1, 1992. All unpaid principal and interest is due in
    full through 2024.

                                      F-7
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



B.  SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
      (CONTINUED)

    The sales were made to partnerships whose general partners currently are
    affiliates of the general partner of the Partnership (two purchasing
    partnerships were related prior to 1985 and the remaining four partnerships
    became related during 1986).  Concurrent with the sales, the Partnership was
    assigned its share of the selling limited partnerships' rights and
    beneficial interests in and to the resulting residual notes receivable and
    the related underlying HUD mortgages, and also loans payable to the former
    managing general partners (Note D), none of which were assumed by the
    purchasers.  In 1985, the Partnership was assigned its share of the
    remaining assets of the limited partnerships.

    Additionally, in 1982, the Partnership and an unaffiliated individual sold
    their entire interest in a limited partnership to a partnership whose
    general partner is an affiliate of the general partner of the Partnership.
    The Partnership sold its interest for $823,000, of which $400,000 was
    received in cash and the remaining $423,000 is in the form of a note
    receivable, bearing interest at 19.5% per annum, due in 2002.  The note is
    collateralized by the purchaser's partnership interest.  Under the sales
    agreement, the individual will receive the next $800,000 in cash;
    thereafter, the additional payments will be split one-third to the
    Partnership and two-thirds to the individual.

    Under the terms of all the sales agreements, the purchasers' obligations to
    make payments on the notes receivable are limited to the purchasers' share
    of the allowable surplus cash distributions (as defined by HUD) received
    from the projects.  These distributions may not exceed the aggregate of
    $56,411 annually, plus prior allowable distributions.  No surplus cash
    distributions were received by the Partnership from the projects in 1993,
    1994 and 1995.  Aggregate allowable distributions were $379,062 at December
    31, 1995.  The purchasers are also obligated to make the payments on the
    related underlying HUD mortgages payable (Note D).  The amounts set forth
    exclude one note receivable related to a project that was foreclosed in
    January, 1996.

                                      F-8
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



B.  SALES OF INVESTMENTS IN LIMITED PARTNERSHIPS TO RELATED PARTIES
     (CONTINUED)

    Amounts due from the related parties in connection with these sales are
    summarized as follows:

<TABLE> 
<CAPTION> 
                                                        1995           1994
                                                    ------------   ------------
<S>                                                 <C>            <C>  
     Deferred cash payments due in
      various installments through
      1987.  At December 31, 1987,
      all remaining payments became
      delinquent                                    $    499,066   $    499,066
 
     All-inclusive residual notes
      receivable                                      18,253,525     18,253,525
 
     Note receivable                                     423,000        423,000
 
     Accrued interest receivable                      15,771,220     14,790,903
 
     Deferred gain on sales                           (7,756,342)    (7,756,342)
 
     Deferred interest income                        (17,764,939)   (16,679,631)
                                                    ------------   ------------
 
                                                    $  9,425,530   $  9,530,521
                                                    ============   ============
</TABLE>

                                      F-9
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993


C.  INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS

    The Partnership owns partnership interests in the following limited
    partnerships, each of which owns and operates a multi-family residential
    rental project:

      Homestead Limited Dividend Housing Association
      Pine Villa Associates
      Tanglewood Terrace, Ltd.
      Woodhaven Apartments Associates
      Columbia - Jennifer, Ltd.

    The projects are regulated by HUD as to the rent charges and operating
    methods.  The mortgage loan obligations of the limited partnerships are
    insured by HUD and the interest payments are subsidized by HUD under
    Sections 221(d)(4) and 236 of the National Housing Act.  As the limited
    partner, the Partnership is generally entitled to 99% of the profits and
    losses and varying lesser percentages of the proceeds from the sale or
    refinancing of the projects of each limited partnership in which it has
    invested.

    The following is a summary of the changes in the investments in and advances
    to the limited partnerships in which the Partnership had an equity interest:

<TABLE>
<CAPTION>
                                          1995          1994
                                      -----------   -----------
      <S>                             <C>           <C>
      Balance, beginning of year      $         -   $         -
 
      Distributions from limited
       partnerships:
        Total distributions received     (103,400)      559,041)
        Distributions received in
          excess of carrying values
          of the investments              103,400       559,041
                                      -----------   -----------
                                                -             -
                                      -----------   -----------
      Equity in net income of
       limited partnerships:
        Net income                          9,363       113,323
        Net income not recognized
          as the carrying values
          of the investments are
          at zero                          (9,363)     (113,323)
                                      -----------   -----------
 
      Net income recognized                     -             -
                                      -----------   -----------
 
      Balance, end of year            $         -   $         -
                                      ===========   ===========
</TABLE>

                                      F-10
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



C.   INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)

     Summarized balance sheets and statements of operations for the limited
     partnerships in which the Partnership has an equity interest are as
     follows:

                                BALANCE SHEETS

<TABLE>
<CAPTION>
          ASSETS                                1995              1994
                                            -----------       -----------
     <S>                                    <C>               <C>
     Property and equipment, at cost:
       Buildings, equipment and
       furnishings                          $13,831,663       $13,110,917
         Less accumulated
           depreciation                       8,513,975         8,133,960
                                            -----------       -----------
                                              5,317,688         4,976,957
     Land                                       724,688           654,951
                                            -----------       -----------
                                              6,042,376         5,631,908
     Cash                                       409,321           252,945
     Other assets                             1,524,958         1,589,494
                                            -----------       -----------
 
                                            $ 7,976,655       $ 7,474,347
                                            ===========       ===========
          LIABILITIES AND PARTNERS'
            DEFICIT
 
     Mortgages payable                      $10,646,963       $ 9,865,564
     Other liabilities                          963,957         1,165,972
                                            -----------       -----------
                                             11,610,920        11,031,536
     Partners' deficit                       (3,634,265)       (3,557,189)
                                            -----------       -----------
 
                                            $ 7,976,655       $ 7,474,347
                                            ===========       ===========
 
     Partnership's share of
       partners' deficit                    $(3,003,771)      $(2,951,528)
 
     Cumulative cash distributions
       and losses from limited
       partnerships in excess of the
       Partnership's investment               3,003,771         2,951,528
                                            -----------       -----------
 
     Investments in and advances
       to limited partnerships              $         -       $         -
                                            ===========       ===========
</TABLE>

                                      F-11
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



C.  INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS (CONTINUED)



                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                               1995             1994           1993           
                            ----------       ----------     ----------        
    <S>                     <C>              <C>            <C>               
    Revenues:                                                                 
     Rental                 $2,697,708       $2,253,936     $2,153,535        
     Other                     281,498          246,714        247,338        
                            ----------       ----------     ----------        
                             2,979,206        2,500,650      2,400,873        
                            ----------       ----------     ----------         
                                                                             
    Expenses:                                                          
     Operating               1,852,040        1,663,419      1,588,469         
     Depreciation              380,015          304,135        264,440         
     Interest                  733,447          418,361        364,797         
                            ----------       ----------     ----------         
                             2,965,502        2,385,915      2,217,706         
                            ----------       ----------     ----------          
                                                                             
      NET INCOME            $   13,704       $  114,735     $  183,167        
                            ==========       ==========     ==========         
    Partnership's share                                                      
      of net income         $    9,363       $  113,323     $  181,604        

    Net income not                                                           
      recognized as the                                                      
      carrying values                                                        
      of the investments                                                     
      have been reduced                                                      
      to zero                   (9,363)        (113,323)      (181,604)       
                            ----------       ----------     ----------        
                                                                             
    Equity in net income                                                 
      of limited                                                         
      partnerships                                                       
      recognized            $        -       $        -     $        -   
                            ==========       ==========     ==========    
</TABLE> 

                                     F-12
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



D.  MORTGAGES AND LOANS PAYABLE

    As discussed in Note B, the Partnership was assigned interests in certain
    underlying HUD mortgages on the multi-family residential rental projects
    disposed of by limited partnerships in which the Partnership had an
    investment. Responsibility for servicing the HUD mortgages remains with the
    sellers. The Partnership's share of the mortgages is due in various monthly
    installments totaling $80,953, including interest at 7% per annum, through
    October, 2014. The mortgages are collateralized by the apartment projects
    and are held by the Federal National Mortgage Association and insured by
    HUD.

    The following is a schedule of the Partnership's share of future maturities
    of the underlying HUD mortgages payable:

<TABLE>
<CAPTION>
          Years ending
          December 31,
          ------------
          <S>                     <C> 
           1996                   $ 5,126,923
           1997                       162,749
           1998                       174,512
           1999                       187,409
           2000                       200,957
           Thereafter               4,372,777
                                  -----------
                                  $10,225,327
                                  ===========
</TABLE>

    HUD took possession of the property owned by one of the limited partnerships
    effective November 1, 1994 and commenced foreclosure proceedings. As a
    result, the entire debt balance of $5,131,595 is included in the 1996 total
    in the table above. The foreclosure was completed in 1996.

    The Partnership was also assigned interests in certain loans, aggregating
    $543,765 at December 31, 1995 and December 31, 1994. The loans are payable
    to the prior managing general partners of the limited partnerships in which
    the Partnership had an investment and were not assumed by the purchasers.
    The loans were originally made to finance construction costs that exceeded
    the original partners' capital contributions and the proceeds from the
    related HUD mortgages. Theses loans are non-interest bearing and are payable
    based upon certain liquidation provisions in the various limited partnership
    agreements.

                                     F-13
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



E.  MANAGEMENT AND LIQUIDATION FEES PAYABLE

    The Partnership entered into a management contract with NIDC Asset
    Management, Inc. (NIDAM), an affiliate of the general partner of the
    Partnership, for the performance of certain services. The contract expired
    December 31, 1993, and was terminable at any time by the Partnership with at
    least 60 days written notice. Under the management contract, NIDAM pays the
    general and administrative expenses of the Partnership, except for legal and
    accounting expenses and the cost of communicating with the limited partners.
    NIDAM earns an annual management fee based on the average annual tax
    deductions plus cash distributions per partnership interest, which can range
    from one-tenth to one-quarter of one percent of the Partnership's invested
    assets (defined as the Partnership's investment in and its share of the
    mortgage debt of the limited partnerships in which it has invested). The
    minimum management fee is $50,000 per year.

    Additionally, the management contract provides that NIDAM is entitled to a
    liquidation fee from the sale of projects by the limited partnerships (to
    other than affiliates of the management company), once the requisite
    approval for a total or partial liquidation has been obtained. No
    liquidation fees were paid in 1993, 1994 and 1995. 

                                     F-14
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



F.  FEDERAL TAXABLE INCOME

    The following is a reconciliation between the net income (loss) per the
    financial statements and the net earnings for federal income tax purposes:

<TABLE>
<CAPTION>
                                      1995        1994        1993
                                   ----------  ----------  ----------
    <S>                            <C>         <C>         <C>
    Net income (loss),               
     financial statement
     basis                         $  30,334   $ 369,769   $(10,878)
 
    Equity in income
     of limited partnerships
     recognized for tax
     purposes but not
     recognized for
     financial statement
     purposes because the
     carrying values of the
     investments have been
     reduced to zero                  33,017     212,131    194,357
 
    Distributions in excess
     of investments in and
     advances to limited
     partnerships                   (103,400)   (559,041)   (62,409)
 
    Net interest income
     recognized on
     residual notes
     receivable for tax
     purposes but deferred
     for financial
     statement purposes              104,991     152,511    200,104
 
    Other                              2,081           -      6,059
                                   ---------   ---------   --------
 
    Net income, federal
     income tax basis              $  67,023   $ 175,370   $327,233
                                   =========   =========   ========
 
    Federal tax basis net
     income per
     partnership unit
     (based upon 7,010
     units)                        $    9.56   $   25.02   $  46.68
                                   =========   =========   ========
</TABLE>

                                     F-15
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



G.  RELATED PARTY TRANSACTIONS

    During the year ended December 31, 1994, the Partnership paid fees to a
    company affiliated with the general partner for asset management and
    preservation services in the amount of $130,500.

H.  DUE FROM AFFILIATES

    The Partnership has loaned funds to certain affiliated entities. The
    balances receivable as of December 31, 1995 and 1994 are comprised of the
    following:

<TABLE>
<CAPTION>
                                         1995      1994 
                                       --------  --------
              <S>                      <C>       <C>    
              Advances                 $314,047  $301,047
              Accrued interest            6,158     2,533
                                       --------  --------
                                                        
                                       $320,205  $303,580
                                       ========  ========
</TABLE>

I.  CONTINGENT LIABILITY

    On May 8, 1997, the United States filed an action against Associated
    Financial Corporation ("AFC") and its affiliates (collectively, the "AFC
    Group") and others, in the United States District Court for the Northern
    District of California charging that the defendants were wrongfully
    participating in the fees earned by the management agent for several
    properties (not including any of the properties invested in by the
    Partnership) and had not disclosed this arrangement and, thus, were
    violating provisions of the applicable regulatory agreements and other
    agreements governing the subject properties. The Complaint did, however,
    allege that the defendants made certain false claims regarding the condition
    of one property in which the Partnership had an interest in a deferred cash
    payment receivable, an all-inclusive residual note receivable and accrued
    interest receivable and was obligated on an underlying mortgage payable.
    This property was lost through foreclosure in January, 1996 and, as a
    result, the Partnership lost its interest in these items. Defendants filed
    an answer on August 11, 1997, denying the material allegations of the
    Complaint, and asserting various separate and additional defenses.

                                     F-16
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1995, 1994 AND 1993



I.  CONTINGENT LIABILITY (Continued)

    The government filed an amended complaint on March 2, 1998, adding
    additional defendants none of whom are part of the AFC Group and added a
    claim that the defendants, including the new defendants, made false claims
    in connection with the obtaining of insurance for various HUD-insured
    properties. The defendants have filed answers to the First Amended
    Complaint, again denying the material allegations of the Complaint and
    asserting various separate and additional defenses.

    While substantial document discovery has been completed, the defendants
    intend to move to compel significant delivery from the government of
    substantial additional documentation. Deposition discovery is in its early
    stages. Given the defendants' need to obtain significant additional
    discovery, counsel can offer no opinion as to the outcome of the litigation
    at this time.

    The general partner believes that when all of the facts are presented to an
    impartial judge, the defendants will be exonerated. However, the complaint
    contains serious allegations against the defendants and every effort will be
    made to show that the government is wrong in bringing the lawsuit. At this
    time, the general partner does not believe that there will be any material
    adverse effect to the Partnership and the operation of its investments.

J.  PARTNERSHIP STATUS

    The term of the Partnership, under its original Partnership Agreement,
    expired on December 31, 1993 and has not been renewed. As a result, the
    Partnership has been operating since January 1, 1994 as a partnership in
    dissolution. Therefore, no new properties or other assets can be acquired
    and the general partner has been obligated to bring about the orderly
    liquidation of the Partnership and the distribution of its assets to its
    partners. The general partner has delayed liquidation of the Partnership
    because of difficulty in disposing of the assets, but it does not believe
    that the liquidation should be delayed further.

    The general partner will, therefore, sell the assets for the best price
    available and distribute the proceeds to the partners. If some assets cannot
    be disposed of, the general partner will acquire them in order to permit the
    liquidation and termination of the Partnership by December 31, 1998.

                                     F-17
<PAGE>
 
        [LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP APPEARS HERE]

        Report of Independent Certified Public Accountants on Schedules
        ---------------------------------------------------------------


The Partners
American Housing Partners

In connection with our audits of the financial statements of American Housing
Partners referred to in our report dated July 29, 1997, which is included in
Part II of this Form 10-K, we did not audit the financial statements of certain
limited partnerships in which the Partnership has an investment, the statements
of which reflect total assets and revenues constituting 100% of the combined
totals of the limited partnerships in the years presented.  Such statements were
audited by other auditors, whose reports thereon have been furnished to us.
Insofar as the information presented on Schedules IV, XI, XII and XIII as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 relates to these limited partnerships, our opinion is based
solely upon the reports of other auditors.  In our opinion, based on our audits
and the reports of other auditors, these schedules present fairly, in all
material respects, the information required to be set forth therein.

                   /s/ BAY SHERMAN CRAIG AND GOLDSTEIN, LLP

Los Angeles, California
July 29, 1997

                                      S-1
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                       AMOUNTS DUE FROM RELATED PARTIES

                         YEAR ENDED DECEMBER 31, 1995

<TABLE>  
<CAPTION>
                                                            Balance at                        Reductions     Balance at    
                                                             January 1,                          and         December 31,   
            Partnerships                                       1995            Additions       Payments         1995        
---------------------------------------                    -------------      -----------     ----------     ------------   
<S>                                                        <C>                <C>             <C>            <C> 
Deferred Cash Payments Receivable:     
   Country Acres Limited Partnership                       $     6,582        $         -     $        -     $      6,582  
   Northview Limited Partnership                                     -                  -              -                -  
   Sierra Nevada Apartments, Ltd. I                            338,778                  -              -          338,778  
   Springwater Limited Partnership                                   -                  -              -                -  
   Sunflower Park Limited Partnership                          137,000                  -              -          137,000  
   Thunderbird Apartments, Ltd. I                               16,706                  -              -           16,706  
                                                           -----------        -----------     ----------     ------------   
                                                               499,066                  -              -          499,066   
                                                           -----------        -----------     ----------     ------------   
                                                                                                                           
14% All-inclusive Notes Receivable:                                                                                        
   Country Acres Limited Partnership                         2,375,000                  -              -        2,375,000  
   Northview Limited Partnership                             1,875,000                  -              -        1,875,000  
   Sierra Nevada Apartments, Ltd. I                          6,549,300                  -              -        6,549,300  
   Springwater Limited Partnership                           2,810,100                  -              -        2,810,100  
   Sunflower Park Limited Partnership                        2,269,125                  -              -        2,269,125  
   Thunderbird Apartments, Ltd. I                            2,375,000                  -              -        2,375,000  
                                                           -----------        -----------     ----------     ------------  
                                                            18,253,525                  -              -       18,253,525  
                                                           -----------        -----------     ----------     ------------  
19.5% Note Receivable:                                                                                                     
   Wesbak Housing Fund I, Ltd.                                 423,000                  -              -          423,000  
                                                           -----------        -----------     ----------     ------------  

Accrued Interest Receivable:                                                                                               
   Country Acres Limited Partnership                         2,367,413            332,500       (106,641)       2,593,272  
   Northview Limited Partnership                             1,862,646            262,500        (85,703)       2,039,443  
   Sierra Nevada Apartments, Ltd. I                          2,846,145                  -              -        2,846,145  
   Springwater Limited Partnership                           2,827,260            393,414       (122,868)       3,097,806  
   Sunflower Park Limited Partnership                        1,233,299                  -       (107,870)       1,125,429  
   Thunderbird Apartments, Ltd. I                            2,623,077            332,500              -        2,955,577  
   Wesbak Housing Fund I, Ltd.                               1,031,063             82,485              -        1,113,548  
                                                           -----------        -----------     ----------     ------------  
                                                            14,790,903          1,403,399       (423,082)      15,771,220  
                                                           -----------        -----------     ----------     ------------  
                                                                                                                           
Deferred Gain and Interest Income:    
   Country Acres Limited Partnership                        (3,768,620)          (255,409)             -       (4,024,029) 
   Northview Limited Partnership                            (3,178,637)          (196,227)             -       (3,374,864) 
   Sierra Nevada Apartments, Ltd. I                         (4,909,804)                 -              -       (4,909,804) 
   Springwater Limited Partnership                          (4,527,452)          (299,833)             -       (4,827,285) 
   Sunflower Park Limited Partnership                       (2,811,811)           (26,724)       107,870       (2,730,665) 
   Thunderbird Apartments, Ltd. I                           (3,785,586)          (332,500)             -       (4,118,086) 
   Wesbak Housing Fund I, Ltd.                              (1,454,063)           (82,485)             -       (1,536,548) 
                                                           -----------        -----------     ----------     ------------  
                                                           (24,435,973)        (1,193,178)       107,870      (25,521,281) 
                                                           -----------        -----------     ----------     ------------  
                                                                                                                           
                                                           $ 9,530,521        $   210,221     $ (315,212)    $  9,425,530  
                                                           ===========        ===========     ==========     ============   
</TABLE> 

                                      S-2
<PAGE>
 
                                                                     SCHEDULE IV

                           AMERICAN HOUSING PARTNERS

                 AMOUNTS DUE FROM RELATED PARTIES - CONTINUED

                         YEAR ENDED DECEMBER 31, 1994

<TABLE> 
<CAPTION>                                                           
                                                           Balance at                        Reductions      Balance at   
                                                           January 1,                           and         December 31,  
            Partnerships                                     1994             Additions       Payments          1994      
---------------------------------------                   -------------      -----------     ----------     ------------  
<S>                                                       <C>                <C>             <C>            <C>        
Deferred Cash Payments Receivable:    
   Country Acres Limited Partnership                      $     6,582        $         -     $        -     $      6,582  
   Northview Limited Partnership                                    -                  -              -                -    
   Sierra Nevada Apartments, Ltd. I                           338,778                  -              -          338,778    
   Springwater Limited Partnership                                  -                  -              -                -     
   Sunflower Park Limited Partnership                         137,000                  -              -          137,000     
   Thunderbird Apartments, Ltd. I                              16,706                  -              -           16,706     
                                                          -----------        -----------     ----------      -----------   
                                                              499,066                  -              -          499,066     
                                                          -----------        -----------     ----------      -----------   
                                                                                                                          
14% All-inclusive Notes Receivable:                                                                                       
   Country Acres Limited Partnership                        2,375,000                  -              -        2,375,000  
   Northview Limited Partnership                            1,875,000                  -              -        1,875,000  
   Sierra Nevada Apartments, Ltd. I                         6,549,300                  -              -        6,549,300  
   Springwater Limited Partnership                          2,810,100                  -              -        2,810,100  
   Sunflower Park Limited Partnership                       2,269,125                  -              -        2,269,125  
   Thunderbird Apartments, Ltd. I                           2,375,000                  -              -        2,375,000  
                                                          -----------         ----------     ----------      -----------  
                                                           18,253,525                  -              -       18,253,525  
                                                          -----------         ----------     ----------      -----------  

19.5% Note Receivable:                                                                                                    
   Wesbak Housing Fund I, Ltd.                                423,000                  -              -          423,000  
                                                          -----------         ----------     ----------      -----------  

Accrued Interest Receivable:                                                                                              
   Country Acres Limited Partnership                        2,141,709            332,500       (106,796)       2,367,413  
   Northview Limited Partnership                            1,677,321            262,500        (77,175)       1,862,646  
   Sierra Nevada Apartments, Ltd. I                         3,084,498                  -       (238,353)       2,846,145  
   Springwater Limited Partnership                          2,552,913            393,414       (119,067)       2,827,260  
   Sunflower Park Limited Partnership                       1,341,314                  -       (108,015)       1,233,299  
   Thunderbird Apartments, Ltd. I                           2,290,577            332,500              -        2,623,077  
   Wesbak Housing Fund I, Ltd.                                948,578             82,485              -        1,031,063  
                                                          -----------         ----------     ----------      -----------  
                                                           14,036,910          1,403,399       (649,406)      14,790,903  
                                                          -----------         ----------     ----------      -----------  
                                                                                                                          
Deferred Gain and Interest Income:                                                                                        
   Country Acres Limited Partnership                       (3,515,358)          (253,262)             -       (3,768,620) 
   Northview Limited Partnership                           (2,975,192)          (203,445)             -       (3,178,637) 
   Sierra Nevada Apartments, Ltd. I                        (5,093,559)           (54,598)       238,353       (4,909,804) 
   Springwater Limited Partnership                         (4,225,792)          (301,660)             -       (4,527,452) 
   Sunflower Park Limited Partnership                      (2,894,904)           (24,922)       108,015       (2,811,811) 
   Thunderbird Apartments, Ltd. I                          (3,453,086)          (332,500)             -       (3,785,586) 
   Wesbak Housing Fund I, Ltd.                             (1,371,578)           (82,485)             -       (1,454,063)  
                                                          -----------         ----------     ----------      -----------    
                                                          (23,529,469)        (1,252,872)       346,368      (24,435,973) 
                                                          -----------         ----------     ----------      -----------  
                                                                                                                          
                                                          $ 9,683,032         $  150,527     $ (303,038)     $ 9,530,521  
                                                          ===========         ==========     ==========      ===========   
</TABLE>

                                      S-3
<PAGE>
 
                                                                     SCHEDULE IV
         
         
                           AMERICAN HOUSING PARTNERS
 
                 AMOUNTS DUE FROM RELATED PARTIES - CONTINUED

                         YEAR ENDED DECEMBER 31, 1993

<TABLE> 
<CAPTION> 
                                                             Balance at                        Reductions     Balance at   
                                                             January 1,                           and         December 31  
            Partnerships                                       1993             Additions       Payments         1993      
---------------------------------------                    -------------       -----------     ----------     -----------  
<S>                                                        <C>                 <C>             <C>            <C> 
Deferred Cash Payments Receivable:    
   Country Acres Limited Partnership                       $       6,582       $        -      $        -     $     6,582  
   Northview Limited Partnership                                       -                -               -               -  
   Sierra Nevada Apartments, Ltd. I                              338,778                -               -         338,778   
   Springwater Limited Partnership                                     -                -               -               -  
   Sunflower Park Limited Partnership                            137,000                -               -         137,000   
   Thunderbird Apartments, Ltd. I                                 16,706                -               -          16,706          
                                                           -------------       ----------      ----------     -----------   
                                                                 499,066                -               -         499,066   
                                                           -------------       ----------      ----------     -----------   

14% All-inclusive Notes Receivable:                                                                                        
   Country Acres Limited Partnership                           2,375,000                -               -       2,375,000  
   Northview Limited Partnership                               1,875,000                -               -       1,875,000  
   Sierra Nevada Apartments, Ltd. I                            6,549,300                -               -       6,549,300  
   Springwater Limited Partnership                             2,810,100                -               -       2,810,100  
   Sunflower Park Limited Partnership                          2,269,125                -               -       2,269,125  
   Thunderbird Apartments, Ltd. I                              2,375,000                -               -       2,375,000  
                                                           -------------       ----------      ----------     -----------  
                                                              18,253,525                -               -      18,253,525  
                                                           -------------       ----------      ----------     -----------   

19.5% Note Receivable:                                     
   Wesbak Housing Fund I, Ltd.                                   423,000                -               -         423,000
                                                           -------------       ----------      ----------     -----------   

Accrued Interest Receivable:                               
   Country Acres Limited Partnership                           1,924,984          332,500        (115,775)      2,141,709
   Northview Limited Partnership                               1,492,092          262,500         (77,271)      1,677,321  
   Sierra Nevada Apartments, Ltd. I                            3,561,204                -        (476,706)      3,084,498  
   Springwater Limited Partnership                             2,293,924          393,414        (134,425)      2,552,913  
   Sunflower Park Limited Partnership                          1,449,466                -        (108,152)      1,341,314  
   Thunderbird Apartments, Ltd. I                              1,979,766          332,500         (21,689)      2,290,577  
   Wesbak Housing Fund I, Ltd.                                   866,093           82,485               -         948,578  
                                                           -------------       ----------       ---------     -----------  
                                                              13,567,529        1,403,399        (934,018)     14,036,910  
                                                           -------------       ----------       ---------     -----------   
                                                           
Deferred Gain and Interest Income:                                                                                         
   Country Acres Limited Partnership                          (3,272,934)        (242,424)              -      (3,515,358) 
   Northview Limited Partnership                              (2,773,065)        (202,127)              -      (2,975,192) 
   Sierra Nevada Apartments, Ltd. I                           (5,466,622)        (103,643)        476,706      (5,093,559) 
   Springwater Limited Partnership                            (3,941,332)        (284,460)              -      (4,225,792) 
   Sunflower Park Limited Partnership                         (2,979,814)         (23,242)        108,152      (2,894,904) 
   Thunderbird Apartments, Ltd. I                             (3,137,124)        (315,962)              -      (3,453,086) 
   Wesbak Housing Fund I, Ltd.                                (1,289,093)         (82,485)              -      (1,371,578) 
                                                           -------------       ----------      ----------     ----------- 
                                                             (22,859,984)      (1,254,343)        584,858     (23,529,469)  
                                                           -------------       ----------      ----------     -----------  
                                                                                                                  
                                                           $   9,883,136       $  149,056      $ (349,160)    $ 9,683,032  
                                                           =============       ==========      ==========     ===========   
</TABLE>

                                      S-4
<PAGE>
                                                                     SCHEDULE XI
 
                           AMERICAN HOUSING PARTNERS

              REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
            PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT

                               DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                             Land,          
                                                                             Buildings,                                           
                                                                             Equipment,                                           
                                                       Initial Cost to       and Furnish-           Amount at Which Carried at    
                                                         Partnership         ings Costs                   Close of Period         
                                                     --------------------                   ----------------------------------------
                          Number -                              Buildings,   Capitalized                  Buildings                 
                          Type of     Outstanding               Equipment,   Since                        Equipment,                
Partnership/Location      Apartments   Mortgage       Land      Furnishings  Completion         Land      Furnishings     Total     
------------------------  ----------  -----------  -----------  -----------  ------------   -----------   -----------  -----------  
<S>                       <C>         <C>          <C>          <C>          <C>            <C>           <C>          <C>          
  Columbia-Jennifer,      50-Garden   $   706,920     $ 21,907   $1,011,149  $        -     $    21,907    $1,011,149   $ 1,033,056 
    Ltd; Columbus, OH                                                                                                               
                                                                                                                                    
  Homestead Limited       102-Garden    6,610,360      196,866    2,694,378     3,602,132       423,990     6,069,386     6,493,376 
    Dividend Housing      48-Town-                                                                                                  
    Association;           house                                                                                                    
    Portage, MI                                                                                                                     
                                                                                                                                    
  Pine Villa              50-Garden       539,809       46,334      789,603       510,819        68,276     1,278,480     1,346,756 
    Associates;                                                                                                                     
    Spokane, WA                                                                                                                     
                                                                                                                                    
  Tanglewood Terrace,     196-Garden    1,717,676       91,733    2,856,587       502,643        91,733     3,359,230     3,450,963 
    Ltd; Texarkana, TX                                                                                                              
                                                                                                                                    
  Woodhaven Apartments    72-Garden     1,072,198       79,768    1,698,994       453,438       118,782     2,113,418     2,232,200 
    Associates;                                                                                                                     
    Spokane, WA                                                                                                                     
                                      -----------  -----------  -----------  ------------   -----------   -----------   ----------- 
                                      $10,646,963     $436,608   $9,050,711  $  5,069,032   $   724,688   $13,831,663   $14,556,351 
                                      ===========  ===========  ===========  ============   ===========   ===========   =========== 

<CAPTION>
                                                       Lives      
                                                       on Which   
                                                       Depreciation
                                                       in Latest   
                           
                                                       Statement of
                           Accumulated   Construction  Operations
Partnership/Location       Depreciation     Period     is Computed
------------------------   ------------  ------------  -----------
<S>                        <C>           <C>           <C>
  Columbia-Jennifer,        $   680,079     1975-1976         8-33
    Ltd; Columbus, OH                                            
                           
  Homestead Limited           2,674,891     1971-1972         4-33
    Dividend Housing                                              
    Association;                                                  
    Portage, MI            
                           
  Pine Villa                    840,179     1971-1972         5-33
    Associates;                                                   
    Spokane, WA            
                           
  Tanglewood Terrace,         2,672,433     1971-1973         5-33  
    Ltd; Texarkana, TX                                            
                           
  Woodhaven Apartments        1,646,393     1972-1973         5-36  
    Associates;            
    Spokane, WA            
                            -----------                           
                            $ 8,513,975                             
                            ===========
</TABLE> 

See notes to the schedule

                                      S-5
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                             NOTES TO THE SCHEDULE          SCHEDULE XI

              REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
            PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


1. Each limited partnership owns and operates a multi-family, HUD-regulated,
   residential housing project.  During the related construction stage, all
   costs of developing the projects were included in construction-in-progress.
   Upon substantial completion, the costs were reclassified to building and
   improvements.

2. The aggregate cost of land, buildings, equipment and furnishings for federal
   income tax purposes at December 31, 1995, 1994 and 1993 is $14,095,555,
   $12,907,474 and $10,442,034, respectively.

3. Investments in property and equipment:

<TABLE>
<CAPTION>
   Cost:
   <S>                                  <C>
       Balance, January 1, 1993         $10,944,433
 
       Additions                            105,475
 
       Retirements                                -
                                        -----------
 
       Balance, December 31, 1993        11,049,908
 
       Additions                          2,725,779
 
       Retirements                           (9,819)
                                        -----------
 
       Balance, December 31, 1994        13,765,868
 
       Additions                            790,483
 
       Retirements                                -
                                        -----------
 
       Balance, December 31, 1995       $14,556,351
                                        ===========
</TABLE>

                                      S-6
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                       NOTES TO THE SCHEDULE - CONTINUED          SCHEDULE XI

              REAL ESTATE AND ACCUMULATED DEPRECIATION OF LIMITED
            PARTNERSHIPS IN WHICH THE PARTNERSHIP HAS AN INVESTMENT

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


3. Investments in property and equipment (Continued):

<TABLE>
<CAPTION>
   Accumulated depreciation:
<S>                                                    <C>
     Balance, January 1, 1993                          $7,571,361
 
     Depreciation charged to expense during
      the year                                            264,440
 
     Retirements                                                -
                                                       ----------
 
     Balance, December 31, 1993                         7,835,801
 
     Depreciation charged to expense during
      the year                                            304,135
 
     Retirements                                           (5,976)
                                                       ----------
 
     Balance, December 31, 1994                         8,133,960
 
     Depreciation charged to expense during
      the year                                            380,015
 
     Retirements                                                -
                                                       ----------
 
     Balance, December 31, 1995                        $8,513,975
                                                       ==========
</TABLE>

                                      S-7
<PAGE>
 
                                                                    SCHEDULE XII

                           AMERICAN HOUSING PARTNERS

                         MORTGAGE LOANS ON REAL ESTATE

                               DECEMBER 31, 1995


HUD insured first mortgages, interests in which were assigned to the Partnership
upon sale of the real estate by the selling limited partnerships:

<TABLE> 
<CAPTION> 
                                                                                                 (1)           (1)          (1)     
                                                                                   Final       Monthly        Face         Carrying 
                                                        Type of     Interest      Maturity     Payments     Amount of     Amount of 
          Partnership/Location                          Property      Rate          Date      to Maturity   Mortgages     Mortgages 
----------------------------------------------------   -----------  --------  --------------  -----------  -----------   -----------
<S>                                                    <C>          <C>       <C>             <C>          <C>           <C> 
Country Acres Apartments; La Porte, Indiana             Apartments     7%     February, 2013    $  8,473   $  1,352,230  $ 1,014,267
                                                                                                                                    
Northview Gardens Apartments; Henry County, Virginia    Apartments     7%     June, 2014           6,115        984,000      760,064
                                                                                                                                    
Sierra Nevada Arms; Las Vegas, Nevada                   Apartments     7%     July, 2014          37,724      6,070,500    4,875,015
                                                                                                                                    
Springwater Apartments; Denver, Colorado                Apartments     7%     October, 2014        9,434      1,510,120    1,182,870
                                                                                                                                    
Sunflower Park Apartments; Kansas City, Kansas          Apartments     7%     September, 2014      8,558      1,377,225    1,070,777
                                                                                                                                    
Thunderbird Apartments; Las Vegas, Nevada               Apartments     7%     December, 2012      10,649      1,659,365    1,322,334
                                                                                                 -------    -----------  -----------
                                                                                                 $80,953    $12,953,440  $10,225,327
                                                                                                 =======    ===========  ===========
         
</TABLE> 

(1)  Partnership's share

See notes to the schedule.

                                      S-8
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                   MORTGAGE LOANS ON REAL ESTATE - CONTINUED        SCHEDULE XII

                               DECEMBER 31, 1995



HUD insured first mortgages on properties owned by limited partnerships in which
the Partnership has an investment:

<TABLE> 
<CAPTION> 
                                                                                                                    (1)       
                                                                                                Final             Monthly     
                                                              Type of         Interest        Maturity            Payments    
                    Partnership/Location                      Property          Rate            Date            to Maturity   
-----------------------------------------------------       ------------      --------     ---------------      -----------   
<S>                                                         <C>               <C>          <C>                  <C> 
Columbia-Jennifer, Ltd.; Columbus, Ohio                     Apartments           7%        September, 2016        $ 5,390     
                                                                                                                              
Homestead Limited Dividend Housing Association;                                                                               
 Portage, Michigan                                          Apartments         6.5%        January, 2013           16,378     
                                                                                                                              
Pine Villa Associates; Spokane, Washington                  Apartments           8%        May, 2012                4,930     
                                                                                                                              
Tanglewood Terrace, Ltd.; Texarkana, Texas                  Apartments           7%        September, 2013         14,391     
                                                                                                                              
Woodhaven Apartments Associates; Spokane, Washington        Apartments           7%        November, 2013           8,765     
                                                                                                                  -------    
                                                                                                                            
                                                                                                                  $49,854   
                                                                                                                  =======
HUD insured second mortgages on properties owned by 
limited partnerships in which the Partnership has 
an investment:                                                                               
                                                                                                                       
                                                                                                                       
Homestead Limited Dividend Housing Association;                                   
 Portage, Michigan                                          Apartments        8.75%        January, 2013          $36,367   
                                                                                                                  ======= 
                                                                                                     Total

<CAPTION> 
                                                                                        (1)          (1)               
                                                                                       Face        Carrying            
                                                                 Type of             Amount of     Amount of           
                    Partnership/Location                         Property            Mortgages     Mortgages           
-----------------------------------------------------          ------------         -----------   -----------          
<S>                                                            <C>                  <C>           <C>                  
Columbia-Jennifer, Ltd.; Columbus, Ohio                        Apartments            $  867,400    $  706,920          
                                                                                                                       
Homestead Limited Dividend Housing Association;                                                                        
 Portage, Michigan                                             Apartments             2,935,400     1,997,559          
                                                                                                                       
Pine Villa Associates; Spokane, Washington                     Apartments               709,000       539,809          
                                                                                                                       
Tanglewood Terrace, Ltd.; Texarkana, Texas                     Apartments             2,315,800     1,717,676          
                                                                                                                       
Woodhaven Apartments Associates; Spokane, Washington           Apartments             1,410,500     1,072,198          
                                                                                      ----------    ----------         
                                                                                                                       
                                                                                      $8,238,100    $6,034,162         
                                                                                      ==========    ==========         
                                                                                                                       
HUD insured second mortgages on properties owned by                                                                    
limited partnerships in which the Partnership has                                                                      
an investment:                                                                                                         
                                                                                                                       
                                                                                                                       
Homestead Limited Dividend Housing Association;                Apartments             $4,835,000    $ 4,612,801        
 Portage, Michigan                                                                    ==========    ===========        
                                                                                                                       
                                                                                                    $10,646,963        
                                                                                                    ===========        
</TABLE> 

(1)  100% amounts; Partnership's share is generally 99%.

See notes to the schedule.                                                  

                                      S-9
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                            NOTES TO THE SCHEDULE                   SCHEDULE XII

                   MORTGAGE LOANS ON REAL ESTATE - CONTINUED

                               DECEMBER 31, 1995

1.   Each limited partnership in which the Partnership has an investment owns an
     apartment project financed with a HUD-insured mortgage.  Six of these
     limited partnerships sold their properties for cash and all-inclusive
     residual notes receivable, while remaining directly liable under the HUD
     mortgage.  These limited partnerships assigned the residual notes
     receivable and the underlying HUD mortgages to their partners, including
     the Partnership.

2.   The total federal income tax basis is the same as the carrying amounts in
     the schedule.

3.   Carrying amount of the mortgage loans:

<TABLE> 
<CAPTION> 
                                                               (2)       
                                                          Mortgage Loans 
                                            (1)             of Limited   
                                          Mortgage         Partnerships  
                                       Loans Assigned      in Which the  
                                          to the          Partnership Has
                                        Partnership        an Investment 
                                       --------------     --------------- 
     <S>                               <C>                <C> 
     Balance at January 1, 1993         $10,682,933         $ 6,517,271
                                                                       
     Payments on principal during                                      
      the year                             (200,104)           (147,987)
                                        -----------         -----------
                                                                       
     Balance at December 31, 1993        10,482,829           6,369,284
                                                                       
     Borrowings during the year                   -           3,659,282
                                                                       
     Payments on principal during                                      
      the year                             (152,511)           (163,002)
                                        -----------         -----------
                                                                       
     Balance at December 31, 1994        10,330,318           9,865,564
                                                                       
     Borrowings during the year                   -             953,518
                                                                       
     Payments on principal during                                      
      the year                             (104,991)           (172,119)
                                        -----------         -----------
                                                                       
     Balance at December 31, 1995       $10,225,327         $10,646,963
                                        ===========         =========== 
</TABLE>


(1)  Partnership's share

(2)  100% amounts; Partnership's share is generally 99%.

                                     S-10
<PAGE>
 
                                                                   SCHEDULE XIII

                           AMERICAN HOUSING PARTNERS

              INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS

                         YEAR ENDED DECEMBER 31, 1995



The following schedule summarizes the cumulative equity in net income and losses
and cash distributions not recorded in the investments in and advances to
limited partnerships account, as the carrying values of the investments are at
zero:

<TABLE>
<CAPTION>
                                  % of      % of Interest      Balance                                          Equity in
                                Ownership     in Profit        January           Adjust-       Invest-         Net Income
    Limited Partnership         Interest      and Losses       1, 1995           ments          Ments            (Loses) 
----------------------------   -----------  --------------   -----------       ---------      ----------       ----------
<S>                            <C>          <C>              <C>               <C>            <C>              <C>       
Columbia-Jennifer, Ltd.           98.98%          98.98%     $  (215,427)        $(3,770)      $       -       $ (10,557)
Homestead Limited Dividend                                                     
 Housing Associates               99.00           99.00         (976,601)          7,084               -          97,398 
Pine Villa Associates             98.52           99.00         (158,767)                              -         110,702 
Tanglewood Terrace, Ltd.          99.00           99.00       (1,118,657)                              -        (241,492)
Woodhaven Apartments                                                                                                     
 Associates                       95.00           99.00         (482,076)                              -          53,312 
                                                             -----------       ---------      ----------       --------- 

                                                             $(2,951,528)        $ 3,314               -       $   9,363 
                                                             ===========       =========      ==========       =========   
                                                                               
<CAPTION> 
                                                     (1)         
                                                     Cash          Balance
                                                    Distri-        December
    Limited Partnership                             butions        31,1995
----------------------------                      ----------     ------------
<S>                                               <C>            <C> 
Columbia-Jennifer, Ltd.                           $ (13,857)      $  (243,611)
Homestead Limited Dividend                           
 Housing Associates                                 (51,063)         (923,182) 
Pine Villa Associates                                     -           (48,065)
Tanglewood Terrace, Ltd.                                  -        (1,360,149) 
Woodhaven Apartments                                                           
 Associates                                               -          (428,764)
                                                  ---------       ----------- 
                                                                                 
                                                  $ (64,920)      $(3,003,771) 
                                                  =========       ===========  
 
 
  (1) Distributions in excess of investment                       $  (103,400)
      Repayment of advance to Woodhaven                         
       previously written off                                          38,480
                                                                  -----------
                                                                
      Cash Distributions                                          $    64,920
                                                                  ===========
</TABLE>

                                     S-11