<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, 1993

                        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, 1993, 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
<C>           <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          7

 
PART II.

Item 5.       Market for the Registrant's Partnership Interests            8

Item 6.       Selected Financial Data                                      9

Item 7.       Management's Discussion and Analysis of                     10
              Financial Condition and Results of Operations

Item 8.       Financial Statements and Supplementary Data                 10

Item 9.       Changes in and Disagreements with Accountants               10
              on Accounting and Financial Disclosure

 
PART III.

Item 10.      Directors and Executive Officers of the Registrant          11

Item 11.      Executive Compensation                                      12

Item 12.      Partnership Interest Ownership of Certain                   12
              Beneficial Owners and Management

Item 13.      Certain Relationships and Related Transactions              12

 
PART IV.

Item 14.      Exhibits, Financial Statement Schedules                     13
              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 1993,
and as of December 31, 1993, 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".

     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 

                                      -1-
<PAGE>
 
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 1993, the Projects operated, in the aggregate, with negative 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, 1993, 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 the
remaining local limited partnerships to purchase the wraparound notes and
partnership interest.

                                      -2-
<PAGE>
 
     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, 1993 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

                                                                                     Units  
                                                                                  Authorized       Units
                                                                                  For Rental     Occupied/
                                                        Insured and/or            Assistance     Percentage
  Name & Location      No. Units     Project Type      Subsidized Under            Section 8     Total Units
============================================================================================================
<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       146       97%
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)               *        72      100%
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, 1993 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, 1993 there were 5 general partner interests held by
NIDMI and 7,005 limited partner interests held by 509 limited partners.  This
figure is based upon the number of record holders as reported by the
Registrant's transfer agent.

     During 1989 no cash distributions were made.

     During 1990 one cash distribution was made.  On September 3, 1990, $576,923
was distributed to partners of record as of December 29, 1989.

     During 1991 no cash distributions were made.

     During 1992 no cash distributions were made.

     During 1993 no cash distributions were made.

                                      -7-
<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
ENDED DEC. 31:             1993              1992               1991              1990              1989
<S>                     <C>               <C>                <C>              <C>                <C>
Interest and                -0-               -0-                301             17,851            $ -0-
other income 
 
Distributions in          62,409            15,756             26,487            41,012            32,891
excess of        
investment
 
Loss from                (10,878)          (59,407)           (135,081)         (27,946)          (86,301)
operations
 
Gain on sale of             -0-               -0-                -0-               -0-             600,000
investment in   
limited
partnerships
 
Equity in                   -0-               -0-                -0-               -0-               -0-
earnings (loss)   
of limited
partnerships
 
Net earnings             (10,878)          (59,407)           (135,081)         (27,946)           513,699
(loss)      
 
Net earnings              (1.55)            (8.47)             (19.27)           (3.99)             73.28
(loss) per  
partnership
interest
 
AT YEAR END:
 
Total assets             9,725,524         9,884,036          10,118,280       10,507,582        11,315,742
            
Long-term debt           11,026,594        11,226,698         11,438,190       11,692,462        11,876,401
 
Partners' deficit       (1,433,967)       (1,423,089)        (1,363,682)      (1,228,601)        (623,732)
                 
Deficit per               (204.56)          (203.01)           (194.53)         (175.26)           (88.98)
partnership
interest

 
Distributions               -0-               -0-                -0-                82               -0-
per partnership
Interest
 
Number of limited           509               505                501               497               495
partners          
============================================================================================================
</TABLE>

                                      -8-
<PAGE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION.

RESULTS OF OPERATIONS:

     Payments received in 1993, 1992 and 1991 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 $62,409, $15,756 and $26,487 for 1993, 1992, and
1991, respectively.  For income tax purposes, AHP's share of net interest income
recognized on the notes receivable was $200,104 for 1993, compared with $211,492
and $313,812 for 1992 and 1991, 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 1993 was $62,409 compared with $15,756 and
$26,788 for 1992 and 1991, respectively.  For all three years, distributions
received from partnerships in which AHP holds interests represent more than 98%
of total revenue.  For income tax purposes, cash distributions received are
treated as offsets to investment.

     Total expenses for 1993 were $73,287, compared with $75,163 and $161,869
for 1992 and 1991, respectively, a decrease of 12% and 55% from these years.
The decrease in 1992 compared to 1991 is mainly due to a decrease of $77,747 in
professional fees, an increase of $169 in communications with partners, and a
decrease of $9,128 in miscellaneous expense.

     Net losses for 1993 were $10,878 compared to net losses of $59,407 and
$135,081 for 1992 and 1991, respectively.

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:

<TABLE> 
<CAPTION> 
          NAME                 POSITION
          <S>                  <C> 
          Deane Earl Ross      Director, President and Treasurer

          A. Bruce Rozet       Director and Chief Executive Officer

          Suzanne Magnuson     Secretary
</TABLE> 

     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 1993 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 1993 from AHP, which
represents 4.2% of NIDAM's total revenue during 1993.  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, 1993 and 1992              F-2
         Statements of Operations for the Three Years
             Ended December 31, 1993                              F-3
         Statements of Partners' Deficit for the
             Three Years Ended December 31, 1993                  F-4
         Statements of Cash Flows for the Three Years
             Ended December 31, 1993                              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
 1993.

                                      -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, 1993 and 1992 and the related
statements of operations, partners' deficit and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our 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, 1993 and
1992 and the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.

                    /s/ Bay Sherman Craig & Goldstein, LLP

Los Angeles, California
July 14, 1997, except for Note H,
 as to which the date is July 7, 1998

                                      F-1
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                                BALANCE SHEETS

                                 DECEMBER 31,



                       ASSETS
<TABLE>
<CAPTION>
                                                 1993           1992
                                             -----------    -----------
<S>                                          <C>            <C>
Cash                                         $    42,492    $       900
Notes receivable, deferred cash
 payments and accrued interest
 from related parties - Net of
 deferred gain and deferred
 interest income (Notes A, B
 and D)                                        9,683,032      9,883,136
Investments in and advances to limited
 partnerships (Notes A and C)                          -              -
                                             -----------    -----------

                                             $ 9,725,524    $ 9,884,036
                                             ===========    ===========
</TABLE>


           LIABILITIES AND PARTNERS' DEFICIT
<TABLE>
<S>                                          <C>            <C>
Accounts payable                             $    45,117    $    42,647
Due to asset management company                   87,780         37,780
Mortgages payable (Note D)                    10,482,829     10,682,933
Loans payable (Note D)                           543,765        543,765
                                             -----------    -----------
                                              11,159,491     11,307,125
                                             -----------    -----------

Contingent liability (Note H)

Partners' deficit (Note I):
 Limited partners                             (1,432,945)    (1,422,075)
 General partner                                  (1,022)        (1,014)
                                             -----------    -----------
                                              (1,433,967)    (1,423,089)
                                             -----------    -----------

                                             $ 9,725,524    $ 9,884,036
                                             ===========    ===========

</TABLE>
See notes to the financial statements.

                                      F-2
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                           STATEMENTS OF OPERATIONS

                           YEARS ENDED DECEMBER 31,



<TABLE>
<CAPTION>
                                     1993         1992         1991
                                   ---------   ----------   ----------
<S>                                <C>         <C>          <C>
REVENUES:
  Distributions in excess of
    investment (Note C)            $ 62,409     $ 15,756    $  26,487
  Interest                                -            -          301
                                   --------     --------    ---------
                                     62,409       15,756       26,788
                                   --------     --------    ---------
 
EXPENSES:
  Management fees (Note E)           50,000       50,000       50,000
  Professional fees                  18,886       17,639       95,386
  Communication with partners         2,088        2,911        2,742
  Miscellaneous                       2,313        4,613       13,741
                                   --------     --------    ---------
                                     73,287       75,163      161,869
                                   --------     --------    ---------
 
 
NET LOSS (Notes A and F)           $(10,878)    $(59,407)   $(135,081)
                                   ========     ========    =========
 
Net loss per partnership
  unit (based upon 7,010
  units)                             $(1.55)      $(8.47)     $(19.27)
                                   ========     ========    =========
</TABLE>

See notes to the financial statements.

                                      F-3
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                        STATEMENTS OF PARTNERS' DEFICIT

                 YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

                                                   Limited      General
                                     Total        Partners      Partner
                                  -----------    -----------    -------


<TABLE>
<CAPTION>
<S>                               <C>            <C>            <C>
Partnership units throughout
  the period                            7,010          7,005          5
                                  ===========    ===========    =======
 
Balance, January 1, 1991          $(1,228,601)   $(1,227,725)   $  (876)
 
Net loss                             (135,081)      (134,985)       (96)
                                  -----------    -----------    -------
 
Balance, December 31, 1991         (1,363,682)    (1,362,710)      (972)
 
Net loss                              (59,407)       (59,365)       (42)
                                  -----------    -----------    -------
 
Balance, December 31, 1992         (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)
                                  ===========    ===========    =======
</TABLE>

See notes to the financial statements.

                                      F-4
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                           STATEMENTS OF CASH FLOWS

                           YEARS ENDED DECEMBER 31,



<TABLE>
<CAPTION>
 
 
                                             1993         1992         1991
                                           ---------   ----------   ----------
<S>                                        <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                 $(10,878)    $(59,407)   $(135,081)
  Adjustments to reconcile net loss
    to net cash provided by (used in)
    operating activities:
      Due to (from) asset management
        company                                   -       18,678      (17,898)
      Decrease in accrued interest
        receivable                                -            -        6,464
      Increase (decrease) in:
        Accounts payable                      2,470       (1,125)       7,500
        Management fee payable               50,000       37,000            -
      Other                                       -            -        5,411
                                           --------     --------    ---------
          Net cash provided by (used
           in) operating activities          41,592       (4,854)    (133,604)
                                           --------     --------    ---------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Deferred cash payments received               -            -       98,000
                                           --------     --------    ---------
 
          Net cash provided by
            investing activities                  -            -       98,000
                                           --------     --------    ---------
 
NET INCREASE (DECREASE) IN CASH              41,592       (4,854)     (35,604)
 
Cash at beginning of year                       900        5,754       41,358
                                           --------     --------    ---------
 
Cash at end of year                        $ 42,492     $    900    $   5,754
                                           ========     ========    =========
</TABLE>
Noncash investing and financing activities:
  Principal payments on mortgages payable were made by buyers on behalf of the
  Partnership totaling $200,104, $211,492 and $197,232 during the years ended
  December 31, 1993, 1992 and 1991, respectively.


See notes to the financial statements.

                                      F-5
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                       NOTES TO THE FINANCIAL STATEMENTS

                       DECEMBER 31, 1993, 1992 AND 1991



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, 1993, 1992 AND 1991



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, 1993, 1992 AND 1991



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
    $89,758 annually, plus prior allowable distributions.  No surplus cash
    distributions were received by the Partnership from the projects in 1991,
    1992 and 1993.  Aggregate allowable distributions were $1,202,243 at
    December 31, 1993.  The purchasers are also obligated to make the payments
    on the related underlying HUD mortgages payable (Note D).

                                      F-8
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



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>

                                               1993           1992
                                           -------------   -----------
      <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            14,036,910      13,567,529
 
      Deferred gain on sales                 (7,756,342)     (7,756,342)
 
      Deferred interest income              (15,773,127)    (15,103,642)
                                           ------------    ------------
 
                                           $  9,683,032    $  9,883,136
                                           ============    ============
</TABLE>

                                      F-9
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991


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>
                                             1993        1992
                                          ----------   ---------
      <S>                                 <C>          <C>
 
      Balance, beginning of year          $       -    $      -
 
      Distributions from limited
       partnerships:
        Total distributions received        (62,409)    (15,756)
        Distributions received in
          excess of carrying values
          of the investments                 62,409      15,756
                                          ---------    --------
                                                  -           -
                                          ---------    --------
 
       Equity in net income of
       limited partnerships:
        Net income                          181,604      50,130
        Net income not recognized
          as the carrying values
          of the investments are
          at zero                          (181,604)    (50,130)
                                          ---------    --------
 
      Net income recognized                       -           -
                                          ---------    --------
 
      Balance, end of year                $       -    $      -
                                          =========    ========
</TABLE>

                                      F-10
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



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                           1993           1992
                                          ------------   ------------
    <S>                                   <C>            <C>
    Property and equipment, at cost:
      Buildings, equipment and
      furnishings                         $10,499,957    $10,418,477
        Less accumulated
          depreciation                      7,835,801      7,571,361
                                          -----------    -----------
                                            2,664,156      2,847,116
    Land                                      549,951        525,956
                                          -----------    -----------
                                            3,214,107      3,373,072
    Cash                                      201,281        174,337
    Other assets                            1,068,726        975,903
                                          -----------    -----------
 
                                          $ 4,484,114    $ 4,523,312
                                          ===========    ===========
        LIABILITIES AND PARTNERS'
          DEFICIT
 
    Mortgages payable                     $ 6,369,284    $ 6,517,271
    Other liabilities                         720,459        776,301
                                          -----------    -----------
                                            7,089,743      7,293,572
    Partners' deficit                      (2,605,629)    (2,770,260)
                                          -----------    -----------
 
                                          $ 4,484,114    $ 4,523,312
                                          ===========    ===========
 
    Partnership's share of
      partners' deficit                   $(2,510,474)   $(2,676,322)
 
    Cumulative cash distributions
      and losses from limited
      partnerships in excess of the
      Partnership's investment              2,510,474      2,676,322
                                          -----------    -----------
 
    Investments in and advances
      to limited partnerships             $         -    $         -
                                          ===========    ===========
</TABLE>

                                      F-11
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



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



                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                  1993          1992          1991
                               -----------   -----------   -----------
<S>                            <C>           <C>           <C>
    Revenues:
     Rental                    $2,153,535    $2,097,614    $1,938,137
     Other                        247,338       229,489       233,217
                               ----------    ----------    ----------
                                2,400,873     2,327,103     2,171,354
                               ----------    ----------    ----------
 
    Expenses:
     Operating                  1,588,469     1,570,951     1,516,832
     Depreciation                 264,440       331,406       331,009
     Interest                     364,797       374,609       383,971
                               ----------    ----------    ----------
                                2,217,706     2,276,966     2,231,812
                               ----------    ----------    ----------
 
      NET INCOME
        (LOSSES)               $  183,167    $   50,137    $  (60,458)
                               ==========    ==========    ==========
    Partnership's share
      of net income
      (losses)                 $  181,604    $   50,130    $  (59,848)
 
    Net (income) losses
      not recognized as
      the carrying values
      of the investments
      have been reduced
      to zero                    (181,604)      (50,130)       59,848
                               ----------    ----------    ----------
 
    Equity in net income
      (losses) of limited
      partnerships
      recognized               $        -    $        -    $        -
                               ==========    ==========    ==========
</TABLE>

                                      F-12
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



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 $80,616, 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>
         1994                                $   281,274
         1995                                    260,755
         1996                                    279,603
         1997                                    299,573
         1998                                    321,228
         Thereafter                            9,040,396
                                             -----------
                                             $10,482,829
                                             ===========
</TABLE> 


    The Partnership was also assigned interests in certain loans, aggregating
    $543,765 at December 31, 1993 and December 31, 1992.  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, 1993, 1992 AND 1991



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 1991, 1992 and 1993.

                                      F-14
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



F.  FEDERAL TAXABLE INCOME

    The following is a reconciliation between the net loss per the financial
    statements and the net earnings for federal income tax purposes:
<TABLE>
<CAPTION>
                                      1993        1992        1991
                                   ----------  ----------  ----------
<S>                                <C>         <C>         <C>
Net loss, financial
      statement basis              $(10,878)   $(59,407)   $(135,081)
 
    Equity in income
      (losses) 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               194,357     154,576      (12,734)
 
    Equity in loss of a
      limited partnership
      recognized for
      financial statement
      purposes but deferred
      for tax purposes                    -           -      (34,160)
 
    Distributions in excess
      of investments in and
      advances to limited
      partnerships                  (62,409)    (15,756)     (26,487)

    Gains recognized on
      sales of investments
      in limited partner-
      ships for tax
      purposes but deferred
      for financial
      statement purposes                  -       2,365       63,279
</TABLE> 

                                      F-15
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



F.  FEDERAL TAXABLE INCOME (CONTINUED)
<TABLE>
<CAPTION>
 
                                     1993       1992       1991
                                   --------   --------   --------
      <S>                          <C>        <C>        <C>
      Net interest income
        recognized on
        residual notes
        receivable for tax
        purposes but deferred
        for financial
        statement purposes          200,104    211,492    313,812
 
      Other                           6,059      2,625      1,245
                                   --------   --------   --------
 
      Net income, federal
        income tax basis           $327,233   $295,895   $169,874
                                   ========   ========   ========
 
      Federal tax basis net
       income per
       partnership unit
       (based upon 7,010
       units)                      $  46.68   $  42.21   $  24.23
                                   ========   ========   ========
</TABLE>
G.  RELATED PARTY TRANSACTIONS

    During the year ended December 31, 1991, the Partnership paid fees to a
    company affiliated with the general partner for mortgage prepayment
    preservation rights in the amount of $60,000.

                                      F-16
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



H.  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.

    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.

                                      F-17
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

                       DECEMBER 31, 1993, 1992 AND 1991



H.  CONTINGENT LIABILITY (Continued)

    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.

I.  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-18
<PAGE>
 
              [LETTERHEAD OF BAY SHERMAN CRAIG & GOLDSTEIN, LLP]

        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 14, 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, 1993 and 1992 and for the years then ended 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 & Goldstein, LLP


Los Angeles, California
July 14, 1997

                                      S-1
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                       AMOUNTS DUE FROM RELATED PARTIES

                         YEAR ENDED DECEMBER 31, 1993

                                                                     SCHEDULE IV
<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-2
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                  AMOUNTS DUE FROM RELATED PARTIES - CONTINUED

                          YEAR ENDED DECEMBER 31, 1992


                                                                     SCHEDULE IV
<TABLE> 
<CAPTION> 
                                                 Balance at                Reductions    Balance at 
                                                 January 1,                   and       December 31,
              Partnerships                         1992        Additions    Payments        1992    
---------------------------------------       --------------   ---------   ----------   ------------ 
<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             1,699,705        332,500     (107,221)     1,924,984       
   Northview Limited Partnership                 1,318,151        262,500      (88,559)     1,492,092       
   Sierra Nevada Apartments, Ltd. I              4,038,471              -     (477,267)     3,561,204       
   Springwater Limited Partnership               2,019,867        393,414     (119,357)     2,293,924       
   Sunflower Park Limited Partnership            1,557,744              -     (108,278)     1,449,466       
   Thunderbird Apartments, Ltd. I                1,777,573        332,500     (130,307)     1,979,766       
   Wesbak Housing Fund I, Ltd.                     783,608         82,485            -        866,093       
                                              ------------    -----------  -----------   ------------        
                                                13,195,119      1,403,399   (1,030,989)    13,567,529       
                                              ------------    -----------  -----------   ------------       
                                                                                                            
Deferred Gain and Interest Income:                                                                          
   Country Acres Limited Partnership            (3,023,688)      (249,246)           -     (3,272,934)      
   Northview Limited Partnership                (2,583,365)      (189,700)           -     (2,773,065)      
   Sierra Nevada Apartments, Ltd. I             (5,847,233)       (96,656)     477,267     (5,466,622)      
   Springwater Limited Partnership              (3,643,521)      (297,811)           -     (3,941,332)      
   Sunflower Park Limited Partnership           (3,066,417)       (21,675)     108,278     (2,979,814)      
   Thunderbird Apartments, Ltd. I               (2,905,250)      (231,874)           -     (3,137,124)      
   Wesbak Housing Fund I, Ltd.                  (1,206,608)       (82,485)           -     (1,289,093)      
                                              ------------    -----------  -----------   ------------       
                                               (22,276,082)    (1,169,447)     585,545    (22,859,984)      
                                              ------------    -----------  -----------   ------------       
                                                                                                            
                                              $ 10,094,628    $   233,952  $  (445,444)  $  9,883,136       
                                              ============    ===========  ===========   ============        
</TABLE>

                                      S-3
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                  AMOUNTS DUE FROM RELATED PARTIES - CONTINUED

                          YEAR ENDED DECEMBER 31, 1991



                                                                     SCHEDULE IV
<TABLE> 
<CAPTION> 
                                               Balance at                                  Balance at  
                                               January 1,                                 December 31, 
              Partnerships                        1991       Additions      Payments          1991     
---------------------------------------       ------------  -----------   -----------     ------------ 
<S>                                           <C>           <C>           <C>             <C>          
Deferred Cash Payments Receivable:                                                                     
   Country Acres Limited Partnership          $      1,404  $     5,178   $         -     $      6,582 
   Northview Limited Partnership                         -            -             -                - 
   Sierra Nevada Apartments, Ltd. I                421,782            -       (83,004)         338,778 
   Springwater Limited Partnership                       -            -             -                - 
   Sunflower Park Limited Partnership               86,750       50,250             -          137,000 
   Thunderbird Apartments, Ltd. I                   46,998            -       (30,292)          16,706 
                                              ------------  -----------   -----------     ------------ 
                                                   556,934       55,428      (113,296)         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            2,319,375            -       (50,250)       2,269,125 
   Thunderbird Apartments, Ltd. I                2,375,000            -             -        2,375,000 
                                              ------------  -----------   -----------     ------------ 
                                                18,303,775            -       (50,250)      18,253,525 
                                              ------------  -----------   -----------     ------------ 

19.5% Note Receivable:                                                                                 
   Wesbak Housing Fund I, Ltd.                     423,000            -             -          423,000 
                                              ------------  -----------   -----------     ------------ 
                                                                                                       
Accrued Interest Receivable:                                                                            
   Country Acres Limited Partnership             1,469,873      332,500      (102,668)       1,699,705  
   Northview Limited Partnership                 1,133,177      262,500       (77,526)       1,318,151  
   Sierra Nevada Apartments, Ltd. I              3,599,847      916,902      (478,278)       4,038,471  
   Springwater Limited Partnership               1,746,051      393,414      (119,598)       2,019,867  
   Sunflower Park Limited Partnership            1,348,573      317,678      (108,507)       1,557,744  
   Thunderbird Apartments, Ltd. I                1,575,675      332,500      (130,602)       1,777,573  
   Wesbak Housing Fund I, Ltd.                     701,123       82,485             -          783,608  
                                              ------------  -----------   -----------     ------------  
                                                11,574,319    2,637,979    (1,017,179)      13,195,119  
                                              ------------  -----------   -----------     ------------  
                                                                                                        
Deferred Gain and Interest Income:                                                                      
   Country Acres Limited Partnership            (2,761,149)    (262,539)            -       (3,023,688) 
   Northview Limited Partnership                (2,383,695)    (199,670)            -       (2,583,365) 
   Sierra Nevada Apartments, Ltd. I             (5,331,945)    (515,288)            -       (5,847,233) 
   Springwater Limited Partnership              (3,290,513)    (353,008)            -       (3,643,521) 
   Sunflower Park Limited Partnership           (2,837,032)    (229,385)            -       (3,066,417) 
   Thunderbird Apartments, Ltd. I               (2,682,671)    (222,579)            -       (2,905,250) 
   Wesbak Housing Fund I, Ltd.                  (1,124,123)     (82,485)            -       (1,206,608) 
                                              ------------  -----------   -----------     ------------  
                                               (20,411,128)  (1,864,954)            -      (22,276,082) 
                                              ------------  -----------   -----------     ------------  
                                                                                                        
                                              $ 10,446,900  $   828,453   $(1,180,725)    $ 10,094,628  
                                              ============  ===========   ===========     ============  
</TABLE>

                                      S-4
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

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

                               DECEMBER 31, 1993


                                                                     SCHEDULE XI
<TABLE>
<CAPTION>
                                                                                    Land,      
                                                                                    Buildings, 
                                                            Initial Cost to         Equipment, 
                                                              Partnership           and Furnish-
                                                       -------------------------    ings Costs  
                            Number -                                 Buildings,     Capitalized
                            Type of       Outstanding                Equipment,     Since
Partnership/Location        Apartments    Mortgage        Land       Furnishings    Completion
-------------------------   ----------   -----------   -----------   -----------   ------------
<S>                         <C>          <C>           <C>           <C>           <C>
                         
  Columbia-Jennifer,        50-Garden     $  735,210      $ 21,907    $1,011,149   $          -
    Ltd; Columbus, OH    
                         
  Homestead Limited         102-Garden     2,118,973       196,866     2,694,378        452,770
    Dividend Housing        48-Town-
    Association;              house
    Portage, MI          
                         
  Pine Villa                50-Garden        569,289        46,334       789,603        235,207
    Associates;          
    Spokane, WA          
                         
  Tanglewood Terrace,       196-Garden     1,815,332        91,733     2,856,587        500,013
    Ltd; Texarkana, TX   
                         
  Woodhaven Apartments      72-Garden      1,130,480        79,768     1,698,994        374,599
    Associates;          
    Spokane, WA          
                                          ----------      --------    ----------     ----------
                                          $6,369,284      $436,608    $9,050,711     $1,562,589
                                          ==========      ========    ==========     ==========
<CAPTION>
                                                                                                    Lives       
                                  Amount at Which Carried at                                        on Which    
                                        Close of Period                                             Depreciation
                            ---------------------------------------                                 in Latest    
                                          Buildings                                                 Statement of
                                          Equipment,                  Accumulated    Construction   Operations
Partnership/Location          Land        Furnishings      Total      Depreciation      Period      is Computed
-------------------------   -----------   -----------   -----------   ------------   ------------   -----------
<S>                         <C>           <C>           <C>           <C>            <C>            <C>
                          
  Columbia-Jennifer,        $ 21,907      $ 1,011,149   $ 1,033,056     $  616,177     1975-1976       8-33
    Ltd; Columbus, OH     
                          
  Homestead Limited          249,253        3,094,761     3,344,014      2,398,437     1971-1972       4-33
    Dividend Housing      
    Association;          
    Portage, MI           
                            
  Pine Villa                 68,276        1,002,868     1,071,144        775,715     1971-1972       5-33 
    Associates;           
    Spokane, WA           
                            
  Tanglewood Terrace,        91,733        3,356,600     3,448,333      2,551,693     1971-1973       5-33 
    Ltd; Texarkana, TX    
                            
  Woodhaven Apartments      118,782        2,034,579     2,153,361      1,493,779     1972-1973       5-36 
    Associates;           
    Spokane, WA           
                           --------      -----------   -----------     ----------
                           $549,951      $10,499,957   $11,049,908     $7,835,801
                           ========      ===========   ===========     ==========
</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, 1993, 1992 AND 1991



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, 1993, 1992 and 1991 is $10,442,034,
   $10,336,557 and $9,903,583, respectively.

3. Investments in property and equipment:

   Cost:

<TABLE>
          <S>                                         <C>
          Balance, January 1, 1991                    $10,594,144
                                                 
          Additions                                       152,496
                                                 
          Retirements                                      (1,345)
                                                      -----------
                                                 
          Balance, December 31, 1991                   10,745,295
                                                 
          Additions                                       218,174
                                                 
          Retirements                                     (19,036)
                                                      -----------
                                                 
          Balance, December 31, 1992                   10,944,433
                                                 
          Additions                                       105,475
                                                 
          Retirements                                           -
                                                      -----------
                                                 
          Balance, December 31, 1993                  $11,049,908
                                                      ===========
</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, 1993, 1992 AND 1991



3. Investments in property and equipment (Continued):

   Accumulated depreciation:

<TABLE>
            <S>                                         <C>
            Balance, January 1, 1991                             $6,924,788
                                                     
            Depreciation charged to expense during     
             the year                                               331,009
                                                     
            Retirements                                              (1,345)
                                                                 ----------
                                                     
            Balance, December 31, 1991                            7,254,452
                                                     
            Depreciation charged to expense during     
             the year                                               331,406
                                                     
            Retirements                                             (14,497)
                                                                 ----------
                                                     
            Balance, December 31, 1992                            7,571,361
                                                     
            Depreciation charged to expense during     
             the year                                               264,440
                                                     
            Retirements                                                   -
                                                                 ----------
                                                     
            Balance, December 31, 1993                           $7,835,801
                                                                 ==========
</TABLE>

                                      S-7
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                         MORTGAGE LOANS ON REAL ESTATE

                               DECEMBER 31, 1993



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

                                                                    SCHEDULE XII
<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   $ 1,071,375
                                                                                                                                  
Northview Gardens Apartments; Henry County, Virginia   Apartments     7%     June, 2014          6,115       984,000       797,614
                                                                                                                                  
Sierra Nevada Arms; Las Vegas, Nevada                  Apartments     7%     July, 2014         37,724     6,070,500     4,929,613
                                                                                                                                  
Springwater Apartments; Denver, Colorado               Apartments     7%     October, 2014       9,434     1,510,120     1,239,470
                                                                                                                                  
Sunflower Park Apartments; Kansas City, Kansas         Apartments     7%     September, 2014     8,558     1,377,225     1,122,423
                                                                                                                                  
Thunderbird Apartments; Las Vegas, Nevada              Apartments    7%      December, 2012     10,312     1,659,365     1,322,334
                                                                                               -------   -----------   -----------
                                                                                                                       
                                                                                               $80,616   $12,953,440   $10,482,829
                                                                                               =======   ===========   =========== 
</TABLE> 
   (1)  Partnership's share

See notes to the schedule.

                                      S-8
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

                   MORTGAGE LOANS ON REAL ESTATE - CONTINUED

                               DECEMBER 31, 1993



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

                                                                    SCHEDULE XII
<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>         

Columbia-Jennifer, Ltd.; Columbus, Ohio                 Apartments      7%    September, 2016   $ 5,390    $  867,400    $  735,210
                                                                                                                                   
Homestead Limited Dividend Housing Association;                                                                                    
 Portage, Michigan                                      Apartments    6.5%    January, 2013      16,378     2,935,400     2,118,973
                                                                                                                                   
Pine Villa Associates; Spokane, Washington              Apartments      8%    May, 2012           4,930       709,000       569,289
                                                                                                                                   
Tanglewood Terrace, Ltd.; Texarkana, Texas              Apartments      7%    September, 2013    14,391     2,315,800     1,815,332
                                                                                                                                   
Woodhaven Apartments Associates; Spokane, Washington    Apartments      7%    November, 2013      8,765     1,410,500     1,130,480
                                                                                                -------    ----------    ----------
                                                                                                                                   
                                                                                                $49,854    $8,238,100    $6,369,284
                                                                                                =======    ==========    ========== 

</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, 1993


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, 1991           $11,091,657         $6,788,528
 
    Payments on principal during
     the year                               (197,232)          (130,993)
                                         -----------         ----------
 
    Balance at December 31, 1991          10,894,425          6,657,535
 
    Payments on principal during
     the year                               (211,492)          (140,264)
                                         -----------         ----------
 
    Balance at December 31, 1992          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
                                         ===========         ==========
</TABLE>


      (1)  Partnership's share

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

                                      S-10
<PAGE>
 
                           AMERICAN HOUSING PARTNERS

              INVESTMENTS IN AND ADVANCES TO LIMITED PARTNERSHIPS

                         YEAR ENDED DECEMBER 31, 1993



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:

                                                                   SCHEDULE XIII
<TABLE>
<CAPTION>
                                                                                                        (1)                 
                                   % of      % of Interest      Balance                 Equity in      Cash        Balance  
                                Ownership      in Profit        January     Invest-    Net Income     Distri-      December 
    Limited Partnership          Interest     and Losses        1, 1993      ments       (Losses)     butions      31, 1993 
-----------------------------   ---------    -------------    -----------   -------    ----------    --------    -----------
<S>                             <C>          <C>              <C>           <C>        <C>           <C>         <C>        
                                                                                                                            
Columbia-Jennifer, Ltd.           98.98%         98.98%       $  (201,004)  $     -      $ (6,409)   $      -    $  (207,413)
Homestead Limited Dividend                                                                                                  
 Housing Associates               99.00          99.00           (510,021)        -        81,150     (15,756)      (444,627)
Pine Villa Associates             98.52          99.00           (298,680)        -        44,595           -       (254,085)
Tanglewood Terrace, Ltd.          99.00          99.00         (1,081,526)        -        17,152           -     (1,064,374)
Woodhaven Apartments                                                                                                        
 Associates                       95.00          99.00           (585,091)        -        45,116           -       (539,975)
                                                              -----------   -------      --------    --------    -----------
                                                                                                                            
                                                              $(2,676,322)  $     -      $181,604    $(15,756)   $(2,510,474)
                                                              ===========   =======      ========    ========    =========== 
</TABLE>

  
  (1) Cash distribution received from Homestead      $(15,756)
      Repayment of advance to Woodhaven
       previously written off                         (46,653)
                                                     -------- 

      Total Distributions in Excess of Investment    $(62,409)
                                                     ======== 

                                      S-11