<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                                   FORM 10-K

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)

     For the Year Ended December 31, 1996

[_]  Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934  (No Fee Required)

     Commission File Number 0-10430

                         DE ANZA PROPERTIES - XII, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

California                                              95-3601367
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

9171 Wilshire Boulevard, Suite 627                      90210
Beverly Hills, California                               (Zip Code)
(Address of Principal Executive Offices)
 
      (310) 550-1111 (Registrant's Telephone Number, Including Area Code)

          Securities registered pursuant to Section 12 (b) of the Act:

                                     None.

          Securities registered pursuant to Section 12(g) of the Act:

            Units of Limited Partnership Interests (Title of Class)

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

                               Yes [X]   No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     State the aggregate market value of the voting stock held by non-affiliates
of the Partnership.
                        $22,719,000 (See Item 5 Herein)

                      DOCUMENTS INCORPORATED BY REFERENCE.

     Portions of the Prospectus of the registrant, dated August 21, 1981 and
three supplements thereto dated December 29, 1981, January 25, 1982, and May 1,
1982, respectively, filed pursuant to Rule 424(b) and Rule 424(c) under the
Securities Act of 1933, as amended, and the report on Form 8-K filed with the
Securities and Exchange Commission on September 6, 1983 each of which were
subsequently filed on July 11, 1989 with Form 8, are incorporated by reference
in Parts I, II, III and IV hereof.

 Page 1 of 47 pages contained herein.  Exhibit Index located on page 17 herein.
<PAGE>
 
                                    PART I.


ITEM 1.   BUSINESS.
          --------

          The registrant, De Anza Properties-XII, Ltd. (the "Partnership")/1/ is
a limited partnership formed on December 2, 1980 under the California Uniform
Limited Partnership Act to acquire, develop, maintain and operate income-
producing residential real estate properties, including apartment complexes and
mobile home parks, and to engage in general business activities related thereto.

          The Partnership considers its business to represent one industry
segment, investment in real property, specifically mobile home parks and
apartment complexes.

          The Partnership currently owns an apartment complex, and two spaces in
a mobile home park previously owned by the Partnership (the "Properties"). A
description of the Properties is set forth in Item 2 hereof and is incorporated
herein by reference.

          The Partnership's apartment project is located in an upscale urban
area. The project attracts primarily young professionals and business people due
in part to the Property's convenient location near major office centers. The
Property contains recreational facilities and services that offer its residents
a quality lifestyle. The apartment project competes with approximately five
other apartment properties consisting of approximately 2,500 rental units. Some
of these properties are newer. Competition is a significant factor affecting the
occupancy and results of operations of the Partnership's apartment project. The
Property sustained damage as a result of the January 17, 1994 earthquake,
discussed further in Item 7(1), Liquidity and Item 7(3), Results of Operations,
which are incorporated herein by reference.

          A description of the general development of the business of the
Partnership since the beginning of the year for which this report is being filed
is set forth in Item 7(3), Results of Operations, and is incorporated herein by
reference.

          Information regarding the Partnership's revenues, profitability and
identifiable assets attributable to each of the Partnership's geographic areas
is set forth in Item 8, Note 9 to the Financial Statements, in the Schedules of
Projects' Operations attached thereto, and in the description of the Properties
set forth in Item 2 hereof, which are incorporated herein by reference.

          The Partnership has no real estate investments which are located
outside of the United States.

          As of the date of this report, the Partnership employed a total of 7
persons.

-------------------------
/1/  A Registration Statement (File No. 2-71144) was filed on behalf of the
     Partnership by its general partners (the "General Partners"), and the
     securities offered and sold thereunder were units of limited partnership
     interests.

                                      -2-
<PAGE>
 
ITEM 2.   PROPERTIES.
          ----------

          The Partnership purchased three Properties using the capital raised.
Following is a description of each Property; for each Property which has been
sold the description is as of the time of sale.

          SAN LUIS BAY MOBILE ESTATES.  "San Luis Bay" is an 88-acre retirement
community in Avila Beach, California, midway between Los Angeles and San
Francisco.  The 162 homesites are built into hillsides on winding private roads,
providing valley or ocean views to many residents, most of whom are young
retirees from Southern California.  San Luis Bay is part of a larger planned
community of single-family detached homes, townhomes, condominiums, a time-share
resort with an 18-hole golf course, a tennis club and acres of beautiful
landscaping.  The golf course and tennis courts are available for use by the
residents.  Large homes with cedar-shake roofs, decks and wood or wood-like
siding, and planted flowering shrubs on the slopes below characterize this
community.  San Luis Bay also features a clubhouse used principally for parties,
banquets and special events.  High on a hillside overlooking the valley is an
outdoor pool, an indoor whirlpool spa, and a pool house with shower and locker
facilities and saunas.  An area reserved for parking recreational vehicles and
boats is located on the property.

          Pursuant to an agreement dated April 21, 1989, to sell the community
to an association representing the residents, the community was subdivided into
condominium units, and the residents elected to purchase the individual
homesites for an aggregate purchase price of $8,850,000, which could be paid, if
an individual buyer so elected, partly in cash, with the remainder represented
by purchase money financing provided by the Partnership.  The residents who
purchased their homesites for all cash received a 10% discount off their
purchase price.

          During 1994, 1993, 1992 and 1991, two, three, three  and 152 homesites
(1.2%, 1.9%, 1.9% and 93.8% of the Property) closed escrow, respectively.  The
two homesites which were not purchased remain owned by the Partnership.  Both of
these residents have signed a seven-year non-transferable lease.  The
Partnership will continue to collect monthly space rental income from those
homesites.  See Item 8, Note 3 to the Financial Statements, which is
incorporated herein by reference.

          WARNER OAKS APARTMENTS.  "Warner Oaks" is a 227-unit, 7-acre mixed-
aged apartment complex located in the Warner Center area of Woodland Hills, a
Los Angeles, California suburban community.  Warner Center is a planned
development of owner-occupied residences, apartment properties, high-rise office
buildings, first-class hotels and two major shopping malls.  The community
offers private tennis courts, an outdoor swimming pool and spa, and a complete
fitness center with a full circuit of Nautilus equipment, a video aerobics
studio and a tanning bed.  Warner Oaks is a fully enclosed, gated community,
most of the residents of which are professionals and white-collar workers who
work in the immediate area.  The Property offers six-month and twelve-month
leases.  Rental rates include water and sewer service; residents are billed
separately for electricity and gas.  The Partnership is currently in the 

                                      -3-
<PAGE>
 
process of listing Warner Oaks with a national real estate brokers for sale in
1997; although, there can be no assurance that Warner Oaks will be sold in 1997.

          THE MARK.  "The Mark" was sold on August 18, 1994. The Mark is a 58-
acre mixed-aged community in Mesa, Arizona, principally serving young families
with children who occupy the 411 homesites as primary residences. The
community's central recreational facility contains a large clubhouse and
swimming pool. A separate smaller building with a fitness center and second
swimming pool serves adults only. A grassy park with play equipment is located
at one end of the community, and at the other end is a seven acre area
containing a softball diamond, a volleyball court and a basketball court.
Football, soccer and other sports can be played there as well. Also available
for resident use is a car wash facility and a do-it-yourself auto repair area
with two covered repair bays. The entire community is surrounded by a 6-foot
masonry wall and has a computerized access gated entrance. The Mark offered one-
to-four-year leases. Rental rates included sewer service; residents were billed
separately for water, electricity and gas.

          For a description of the terms of encumbrances relating to the
Properties, see the information set forth in Item 8, Note 5 to the Financial
Statements, which is incorporated herein by reference.

ITEM 3.   LEGAL PROCEEDINGS.
          -----------------

          In March 1994, the Lees, residents of The Mark, filed a complaint with
the Arizona Attorney General - Civil Rights Division alleging housing
discrimination.  On December 21, 1994, the Partnership entered into a
Conciliation Agreement with the Arizona Attorney General and a Settlement
Agreement with the Lees.  Pursuant to the terms of those Agreements, the
Partnership paid the Lees $100,000 and the Arizona Attorney General $3,657.  All
claims against the Partnership were dismissed.  The Partnership has engaged
counsel to pursue its claim against counsel that represented the Partnership in
this matter.  On March 13, 1996 the Partnership filed a complaint against the
Partnership's former counsel alleging negligence which complaint is still
pending.

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

          No matter was submitted during the quarter ended December 31, 1996.

                                      -4-
<PAGE>
 
                                    PART II.


ITEM 5.   MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER
          ------------------------------------------------------------------
          MATTERS.
          -------

          (a)  Market Information.
               ------------------

          There is no public market for the Units of Limited Partnership
Interests and it is not anticipated that a public market for them will develop.
Accordingly, accurate information as to the market value of a Unit at any given
date is not available.  The estimated aggregate market price shown on the cover
page of this report is simply the original capital contributed by the Limited
Partners and should not be relied upon as indicative of any bid or ask
quotations or transactions in the Limited Partnership Interests.  Units are
transferable only on the books and records of the Partnership and are subject to
certain limitations.
 
          (b)  Holders.
               -------
          As of December 31, 1996, the approximate number of Unit holders is
1,603.

          (c)  Dividends.
               ---------

          The Partnership is a limited partnership and, accordingly, does not
pay dividends.  It does, however, make distributions from operations determined
by the Operating General Partner on a quarterly basis.  During 1996 and 1995,
$700,000 and $725,000 ($30.87 and $31.91 per interest held), respectively,  was
distributed to the Limited Partners from operations.

          During 1996, 1994, 1992 and 1991, $135,000, $370,540, $180,000 and
$3,450,000 ($5.94, $16.31, $7.92 and $151.86 per interest held), respectively,
was distributed to the Limited Partners from the sale proceeds of San Luis Bay.
No distributions from sale proceeds of San Luis Bay were made in 1995.  In
addition, during 1996, 1995 and 1994, $29,000, $42,000 and $1,116,460 ($1.28,
$1.85 and $49.14 per interest held), respectively,  was distributed to the
Limited Partners from sale proceeds of The Mark.

                                      -5-
<PAGE>
 
ITEM 6.      SELECTED FINANCIAL DATA.
             -----------------------

          The following table sets forth in comparative tabular form a summary
of selected financial data for each of the Partnership's last five years:


<TABLE>
<CAPTION>
                                                                Years ended December 31,
                                              1996          1995         1994           1993           1992
                                           ----------   -----------   ------------   ------------   ------------
<S>                                        <C>          <C>           <C>            <C>            <C>
Operating revenues:                        $2,363,283    $2,344,863   $ 2,925,056    $ 3,028,062    $ 3,244,548
 
Gain (loss) on sale of property and
 equipment:                                    29,001        42,000       (67,041)       153,751         74,951
 
Net income (loss) from continuing
 operations:                                  379,819       196,633      (491,194)      (827,239)      (349,948)
 
Net income (loss) from continuing
 operations per limited partnership
 interest /1/:                                  16.55          8.57        (18.38)        (30.95)        (13.09)
 
Total assets:                               8,905,871     9,540,441    10,341,663     15,724,774     15,953,844
 
Long-term obligations:                      4,222,320     4,261,943     4,278,706      8,319,038      7,818,477
 
Cash distributions per partnership
 interest:
1.  Limited Partner/2/:                         38.03         33.76         65.45              -          15.84
2.  General Partner:                                -             -             -              -              -
</TABLE>
-------------------------
Assets have been disposed of during the periods presented above which materially
affect the comparability reflected in the selected financial data.  The above
selected financial data should be read in conjunction with the financial
statements and the related notes appearing elsewhere in this annual report.

/1/  Net income (loss) from continuing operations per limited partnership
     interest is based on the number of such interests outstanding (22,719
     units) during each year.

/2/  Cash distributions per limited partnership interest are based on the
     number of such interests outstanding (22,719 units) during each year.

                                      -6-
<PAGE>
 
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS.
          ---------------------

     (1)  Liquidity.
          ---------

          The Partnership's quick ratios were 2.4:1 and 2.1:1 including
unrestricted cash balances of $472,502 and $483,333 at December 31, 1996 and
December 31, 1995, respectively.  Cash balances declined with the reduction of
accounts payable which also increased the quick ratio.  The Partnership's cash
balance is its immediate source of liquidity.

          On a long-term basis, the Partnership's liquidity is sustained
primarily from cash flows from operations, which during 1996 was approximately
$920,000. Cash flow from operations has improved substantially following the
sale of The Mark, as described in Item 8, Note 3 to the financial statements.
The Partnership has reinstated regular operating distributions to its Limited
Partners though payment of management fees continues to be deferred in
accordance with the Partnership Agreement.

          As a consequence of the sale of The Mark, three reserve accounts were
established as follows:

          1)   The MHC Reserve in the amount of $42,000 was established as a
requirement of the Amended Acquisition Agreement by and between MHC and the
Partnership. The funds were released in 1995 in full and distributed to the
Limited Partners.

          2)   The General Reserve is maintained in a separate interest bearing
trust account, pursuant to the terms of a trust agreement between the
Partnership, as the beneficiary, and Mr. Gelfand as trustee, with an all cash
fund in the amount of $130,094. Pursuant to the terms of a contribution
agreement entered into among all of the partnerships and/or liquidating trusts,
whose properties were acquired in the MHC transaction described above, funds in
the General Reserve may be used to discharge or satisfy the Partnership's pro
rata portion of any contingent liabilities of any of the liquidating trusts or
partnerships, and to discharge or satisfy any liabilities of Mr. Gelfand and his
affiliates. Such liabilities may include any legal expenses incurred by the
liquidating trusts, the partnerships, Mr. Gelfand and his affiliates personally,
in the defense or resolution of any claim or action arising out of the MHC
transaction, including claims arising out of indemnification obligations. In
August 1997, assuming no claims are threatened or pending, all funds remaining
in the General Reserve will be released to the Partnership.

          3)   The amount of the Independent Committee Reserve for the
Partnership was initially $58,003. The funds held in the Independent Committee
Reserve are invested in an interest bearing account (but not in derivative
securities) pursuant to the terms of the Independent Committee Trust Agreement,
between the Partnership as beneficiary, and Citicorp Trust N.A. as trustee, for
the benefit of the Partnership's Independent Committee. Pursuant to the terms of
a contribution agreement among all of the partnerships/liquidating trusts, each
partnership/liquidating trust (including the Partnership) will contribute a pro
rata portion of any claim for indemnification made by the Independent Committee
regardless of which specific partnership or partnerships, if less than all, a
claim relates to. In August 1996,

                                      -7-
<PAGE>
 
$29,001 of the reserve was released to the Partnership from the Independent
Committee Reserve and assuming no claims against the Independent Committee
Reserve have been made or threatened, the remaining $29,002, will be released in
August 1997. The Independent Committee in its sole discretion may extend the
term of the Independent Committee Trust for an additional year.

          In the future, liquidity may improve to the extent that funds are
released from the General Reserve and/or the Independent Committee Reserve.

          The Partnership continues to operate Warner Oaks along with two spaces
at San Luis Bay which are managed by Terra Vista Management, Inc., which is
wholly owned by Mr. Michael D. Gelfand, the president of the Operating General
Partner.

          As a result of the sale of The Mark, the Partnership's liquidity has
improved. The Mark's income fell short of its expenses during the period of
ownership in 1994. Thus, with the Property sold, the Partnership's income has
improved which has improved liquidity and allowed recommencement of regular
operating distributions to the Limited Partners. However, should it become
necessary to improve liquidity further, the Partnership can reduce operating
distributions, which totaled $700,000 in 1996, arrange a short-term line of
credit or refinance Warner Oaks.

          The Partnership is currently listing Warner Oaks with a national real
estate broker for sale in 1997. A sale and distribution of the proceeds would
leave the Partnership with only its 2 spaces at San Luis Bay, notes receivable
and reserves as assets. This would reduce the Partnership's liquidity.

          In November 1993, the Partnership refinanced Warner Oaks with a
variable interest rate loan. The interest rate varies monthly at 250 basis
points over the Eleventh District Cost of Funds with a limit on the maximum
annual payment change of 7.5% of the current payment, and an interest rate
maximum of 12.9% over the term of the loan. This loan is subject to negative
amortization. Future liquidity will be affected, unfavorably or favorably, to
the extent the pay rate fluctuates. At December 31, 1996, the interest rate in
effect was 7.34% and the principal balance was $4,222,320.

          Warner Oaks incurred moderate damage from the January 17, 1994
earthquake, which epicenter was approximately ten miles from the property. The
repairs to the property have been completed at a cost of approximately
$1,887,000. The Property was covered by earthquake insurance, including business
interruption insurance with a deductible of 5% of the building value on a per-
building basis. The Partnership funded the insurance deductible and non-
reimbursable expenses of approximately $600,000, out of reserves. Lost revenue
of approximately $308,000 as a result of the damaged units, was recovered from
the insurance company, $133,000 in 1994 and $175,000 in 1995.

          The Partnership has sold 160 of 162 spaces at San Luis Bay as of
December 31, 1996 (see Item 8, Note 3 to the Financial Statements, which is
incorporated herein by reference). Liquidity will improve as the notes
receivable from the buyers of San Luis Bay spaces mature, as discussed in Item
8, Note 3 to the Financial Statements. As of December 31, 1996, the amount of
the notes receivable

                                      -8-
<PAGE>
 
outstanding was approximately $302,000. Liquidity also improves when the notes
receivable are prepaid and when additional spaces are sold. During 1996, four
notes were prepaid.

          Other than as described elsewhere, there are no known trends, demands,
commitments, events or uncertainties which are reasonably likely to materially
affect the Partnership's liquidity.

      (2) Capital Resources.
          -----------------

          The Partnership anticipates spending approximately $139,000 in 1997
for physical improvements at its Properties compared with approximately $232,000
in 1996.  Funds for these improvements will be provided by cash generated from
operations.

          As described above, the Partnership is seeking to sell Warner Oaks in
1997.  No assurance can be given that such a sale will occur; however, if it
does then the Partnership will own only its 2 spaces at San Luis Bay, notes
receivable and reserves as significant assets.  The Partnership would endeavor
to dispose of or collect these assets and liquidate as soon as practical.

          Other than as described above, there are no known material trends,
favorable or unfavorable, in the Partnership's capital resources.  The
Partnership does not contemplate any material changes in the mix of its capital
resources other than as described above.

     (3)  Results of Operations.
          ---------------------

          Since The Mark was sold on August 18, 1994, a comparison of operations
for 1995 and 1994 would not be meaningful.  However, excluding the operations of
The Mark, a comparison can be made.

          Rental income was the same in 1996 as in 1995 and 1994 (including
insurance reimbursement in 1994 for lost rents due to the earthquake damage).
Excluding insurance reimbursement for lost rents at Warner Oaks, average
occupancy for the last three years is as follows:

<TABLE>
<CAPTION>
                               Average Occupancy
                             --------------------
                             1996    1995    1994
                             ----    ----    ----
<S>                          <C>     <C>     <C>
Warner Oaks                   93%     93%     79%
</TABLE>

          Management anticipates stable occupancy for the foreseeable future.
The recent recession in Southern California is expected to hold down rents at
Warner Oaks, but is not expected to affect occupancy rates which are high and
which are expected to remain high.

                                      -9-
<PAGE>
 
          Interest income decreased in 1996 over 1995 and in 1995 over 1994 due
to declining cash balances.  Additionally, gains on the sale of two spaces at
San Luis Bay in 1994 were not repeated in 1995 or 1995.

          Expenses during 1996 decreased 8.1% over 1995.  The Partnership ceased
accruing management fees in 1996 due to the unlikelihood that they will be paid
(prior years' fees were accrued but not paid) according to their subordination
to limited partner Priority Return distributions.  Also in 1996, an adjustment
was made to reduce previous earthquake losses to actual costs.  Real estate
taxes increased due to earthquake related reductions in 1995 not repeated in
1996.  Payroll taxes and employee benefits increased because of higher workers
compensation insurance rates and adjustments of prior years' costs.  Lastly,
insurance premiums decreased with a more competitive market for earthquake and
other coverage.

          Expenses during 1995 increased 1.4% over 1994.  Interest increased
with rising interest rates on the Warner Oaks variable rate loan, as discussed
more fully in Item 7(1) Liquidating, and due to unusually low interest rates
temporarily charged by the lender in 1994 subsequent to the January 1994
earthquake.  Advertising, repairs and maintenance increased because some ongoing
costs were unnecessary in 1994 while earthquake repairs were underway and due to
greater marketing efforts emphasizing the upgrades and repairs done since the
1994 earthquake.  Management fees increased because vacancies were high in 1994
due to the earthquake and the Partnership did not accrue management fees on the
insurance reimbursement for lost rent.  Insurance premiums also increased
because of the earthquake.  Mostly offsetting these increases were decreases in
salaries and payroll related expenses to manage the earthquake repairs in 1994
and the 1994 loss on earthquake damage was a one time event.  Lastly, real
estate taxes decreased due to a refund and reassessment of Warner Oaks due to
earthquake damage.

          Other than as described above, there are no known trends or
uncertainties which have had or can be reasonably expected to have a material
effect on continuing operations.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
          -------------------------------------------

          See Index to Financial Statements set forth in Item 14 of this Annual
Report on Form 10-K.  The material contained in such Financial Statements, Notes
and Supplementary Schedules is incorporated herein by reference.

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

          None.

                                      -10-
<PAGE>
 
                                   PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
          ---------------------------------------------------

     (a)  General Partners
          ----------------

          The Partnership is a limited partnership and has no executive officers
or directors. De Anza Corporation has served as the Operating General Partner of
the Partnership since June 14, 1990 and its directors and policy making
executive officers are described below together with the names and ages of the
other General Partners, each of whom has served in that capacity since the
creation of the Partnership.

<TABLE>
<CAPTION>
Name of General Partners                                Age
------------------------                                ---
<S>                                                     <C>
De Anza Corporation
(Operating General Partner)                             N/A

Herbert M. Gelfand                                       65

David G. Licht                                           72

DZA Equities - XII, Ltd.                                N/A

Name of Directors/Key Executive Officers
of De Anza Corporation, Operating
General Partner                                         Age
------------------------                                ---
Michael D. Gelfand                                       42

Sheila M. Schrank                                        41
</TABLE>

          Pursuant to the Partnership's Second Amended and Restated Certificate
and Agreement of Limited Partnership (the "Partnership Agreement"), the General
Partners will retain their respective positions until their death, insanity,
bankruptcy, disability, removal, or withdrawal.

          De Anza Corporation, the Operating General Partner of the Partnership,
is wholly owned by Herbert M. Gelfand.  De Anza Corporation was formed as a
California corporation in 1984 and since October 1985, has been available to
serve as a general partner of real estate partnerships previously sponsored by
De Anza Group, Inc. or Mr. Gelfand.  De Anza Corporation currently serves as the
operating general partner of one other real estate partnership and is the
liquidating agent for three other partnerships which are dissolving.

          Herbert M. Gelfand served as the Operating General Partner of the
Partnership from its inception until June 14, 1990, and currently serves as a
general partner of five affiliated partnerships.  Mr. Gelfand is currently the
Operating General Partner of four of the five affiliated partnerships, the first
of which was formed in 1969.  Mr. Gelfand was also the founder, and together
with his wife, Beverly J. Gelfand, were the principal shareholders of De Anza
Group, Inc. which was sold August 18, 1994.  Mr. Gelfand served as its Chairman
of the Board of Directors until its sale.  From 1986 to 1990, Mr. Gelfand 

                                      -11-
<PAGE>
 
was also its Chief Executive Officer. Mr. Gelfand served as the Chairman of the
Board of Directors of De Anza Corporation since its inception. He is a member of
the Bar of the State of California and was engaged in the private practice of
law from 1956 through 1977 and from 1970 until 1975, Mr. Gelfand was a partner
in the predecessor to the firm of Benjamin and Susman, a Law Corporation (and
thereafter was counsel to that firm until 1977), which predecessor law firm
performed legal services for all but one of the affiliated partnerships. Mr.
Gelfand is married to Beverly J. Gelfand, who served as a director of De Anza
Group, Inc. until its sale, and is the father of Michael D. Gelfand, Director,
President, Chief Financial Officer and Treasurer of De Anza Corporation. 

          David G. Licht has been an attorney practicing in California since
1950, and is the senior member of Licht & Licht, a Professional Corporation,
specializing in business law. He became a director of De Anza Group, Inc. in
April 1980 and served until its sale. He has served as a Director of De Anza
Corporation since its inception. He also served as the Secretary of De Anza
Group, Inc. from April 1980 until February 1981.

          DZA Equities - XII, Ltd. ("Equities") is a California limited
partnership which was formed in 1980 and whose general partner is  Herbert M.
Gelfand and whose limited partners are certain current and former officers and
employees of De Anza Group, Inc. or De Anza Corporation or its affiliates.  As a
General Partner of the Partnership, Equities shares in the Partnership's cash
distributions to General Partners and the allocation of profits and losses of
the Partnership.

          Michael D. Gelfand is a director, President, Chief Financial Officer
and Treasurer of De Anza Corporation and is President and sole shareholder of
Terra Vista Management, Inc., a real estate management company that currently
manages Warner Oaks and properties owned by other affiliated partnerships.  Mr.
Gelfand joined De Anza Group, Inc. in 1978 and is the son of Herbert M. Gelfand
and Beverly J. Gelfand.  He received a B.S. degree from Claremont Men's College
in 1977.  Mr. Gelfand is a previous member of the Board of Directors of the
National Campground Owner's Association, and is a licensed NASD General
Securities Principal.

          Sheila M. Schrank became Vice President - Controller of De Anza
Corporation in October 1990.  Prior to that, Ms. Schrank served as Assistant
Vice President from 1983-1990, after having served as Assistant Controller since
1982.  From 1976 to June 1982, she served in various accounting and data
processing functions at De Anza Accounting Corporation, a former affiliate of
the Operating General Partner.

     (b)  Independent Committee.
          ---------------------

          The Partnership created an independent committee (the "Independent
Committee") to review and evaluate certain "Interested Partner" and
"Fundamental" transactions. These transactions are defined in the Partnership
Agreement, which is incorporated herein by reference, and are to be reviewed
prior to the expenditure of significant sums in connection with the pursuit of
any such transactions. The

                                      -12-
<PAGE>
 
Independent Committee was created pursuant to an amendment to the Partnership
Agreement which was adopted at the May 31, 1990 Special Meeting of the Limited
Partners.

          The members of the Independent Committee are Frederick M. Nicholas,
Arthur W. Schmutz and Ira Yellin.  The appointment of these individuals to the
Independent Committee was approved and ratified by vote of the Limited Partners
at the May 31, 1990 Special Meeting of the Limited Partners.  None of the
members of the Independent Committee has had any prior dealings or affiliation
with the Partnership or the General Partners.

          Frederick M. Nicholas, age 75, is President and the principal
shareholder of The Hapsmith Company since it was formed.  The Hapsmith Company
specialized in commercial real estate development.  Mr. Nicholas attended the
University of Southern California, where he received an AB degree in 1947 and a
JD degree in 1952.  Mr. Nicholas was the Chairman of the Board of Trustees for
the Museum of Contemporary Art, Los Angeles, California.

          Arthur W. Schmutz, age 74, has been a partner at Gibson, Dunn &
Crutcher, a law firm, from 1960 to 1986 and an advisory partner at the same law
firm from 1987 to the present.  Mr. Schmutz has been practicing law in
California since 1953 and his areas of specialty include securities, real
estate, corporate and general commercial law.  He received his AB degree from
Johns Hopkins University in 1949 and an LLB degree from Harvard Law School in
1952.

          Ira Yellin, age 56, served as Executive Vice President of The Hapsmith
Company from 1975 to 1985. From 1985 to 1997, he was the President and principal
shareholder of The Yellin Company, which is engaged in general real estate
investment, development and management. Currently, Mr. Yellin is Senior Vice
President of Catellus Development Corp. Mr. Yellin received an AB degree from
Princeton University in 1962. He also received an LLB degree from Harvard Law
School in 1965 and an LLM degree from the University of California, Berkeley, in
1966.

          Based upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Partnership, no person failed to timely file a report required
by Section 16(a) of the Securities Exchange Act of 1934.

ITEM 11.  EXECUTIVE COMPENSATION.
          -----------------------

          The Partnership does not have directors, a chief executive officer or
any other executive officers.  None of the General Partners of the Partnership
received compensation (including distributions) exceeding $100,000 each from the
Partnership during the years ended December 31, 1996, 1995 and 1994.  There was
no compensation (including distributions) paid by the Partnership to the
Operating General Partner's President.  None of the four most highly compensated
officers of the Operating General Partner received reimbursement from the
Partnership exceeding $100,000 each during the years ended December 31, 1996,
1995 and 1994.

                                      -13-
<PAGE>
 
          Information contained in Item 13 of this Annual Report on Form 10-K is
incorporated herein by reference.

COMPENSATION OF DIRECTORS.

          The Partnership does not have directors.  De Anza Corporation, the
Operating General Partner, has directors, none of whom received compensation for
the year ended December 31, 1995, from the Partnership.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

          There is no compensation committee for the Partnership or the
Operating General Partner.  The President of the Operating General Partner
participates in deliberations regarding executive officer compensation.
Payments of compensation by the Partnership are governed by the Partnership
Agreement and described in the Prospectus under the heading "Compensation and
Fees of General Partners", page 12, which is incorporated herein by reference.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
AGREEMENTS.

          In the event a General Partner (other than the Operating General
Partner) withdraws as a General Partner of the Partnership, such individual may
either (i) upon payment of $1,000 to the Partnership, continue as a Limited
Partner (but without the right to vote as a Limited Partner), and thereafter
receive all profits, losses and cash distributions to which he would have been
entitled as a General Partner, or (ii) sell his interest to the Partnership or
the remaining General Partners at a price and on such terms agreed upon by the
withdrawing General Partner and De Anza Corporation, the Partnership's Operating
General Partner.  In the event the withdrawing General Partner elects to sell
his interest in the Partnership, he must first offer to sell such interest to
the Partnership.  If such offer is not accepted by a majority in interest of the
Partnership's Limited Partners within 30 days after the Partnership's receipt of
the notice of withdrawal, then the withdrawing General Partner shall offer his
interest for sale to the remaining General Partners, who shall have the right to
accept such offer for a period of 30 days.

          In the event a General Partner is removed as a General Partner by vote
of a majority in interest of the Limited Partners, such General Partner shall
automatically become a Limited Partner and if the vote of a majority in interest
of the Limited Partners so requires, sell his interest to the Limited Partners
who shall purchase such interest on behalf of the Partnership.  If a removed
General Partner is required by the Limited Partners to sell his interest in the
Partnership, the amount to be paid for such interest shall be computed as of the
date of the consummation of the purchase and in accordance with Section 15 of
the Partnership's Partnership Agreement, which is incorporated herein by
reference.

                                      -14-
<PAGE>
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------

     (a)  Security Ownership of Certain Beneficial Owners.
          -----------------------------------------------
<TABLE>
<CAPTION>
                                                                Amount & Nature of 
Title of Class                  Name of Beneficial Owner        Beneficial Ownership     Percent of Class
--------------                  ------------------------        --------------------     ----------------
<S>                             <C>                             <C>                      <C>
 
Limited Partnership
Interests:                     Moraga Gold, LLC             
                               MacKenzie Patterson              4,559 UNITS/1/           20.1%/1/
                               1640 School Street, #100         DIRECT
                               Moraga, CA 94556
</TABLE>

     (b) Security Ownership of Management.
         --------------------------------
<TABLE>
<CAPTION>
                                                                Amount & Nature of 
Title of Class                  Name of Beneficial Owner        Beneficial Ownership     Percent of Class
--------------                  ------------------------        --------------------     ----------------
<S>                             <C>                             <C>                      <C>

General Partner
Interests:
                                Herbert M. Gelfand              37.60%                   37.60%
                                                                TTEE
 
                                DZA Equities - XII, Ltd.        10.00%                   10.00%
                                                                DIRECT
  
                                David G. Licht                  2.00%                    2.00%
                                                                DIRECT
 
                                De Anza Corporation             .40%                     .40%
                                                                DIRECT
 
Economic
Assignment of
General Partner
Interest:                       DME, Ltd.                       39.6%                    39.6%
                                                                DIRECT
 
                                Gelfand Family Trust            0.4%                     0.4%
                                                                TTEE
                                                                ------                   ------
                                All General Partners 
                                and directors/key
                                executive officers of 
                                De Anza Corporation as
                                a group (7):                    90.00%/2/                90.00%/2/
                                                                ======                   ======
</TABLE> 
-------------------------
/1/  Moraga Gold, LLC, and its affiliates, reported in Schedule 14D-1, dated
     February 7, 1997, that it is the beneficial owner of 4,559 Units.

/2/  Beneficial Ownership excludes the assignment by a Beneficial Owner of any
     economic interests to others; however, it does include the economic
     interest if the Beneficial Owner is the assignee.

                                      -15-
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                Amount & Nature of 
Title of Class                  Name of Beneficial Owner        Beneficial Ownership     Percent of Class
--------------                  ------------------------        --------------------     ----------------
<S>                             <C>                             <C>                      <C>
 
Limited Partnership
  Interests:                    Herbert M. Gelfand              2.5 UNITS                 *
                                                                BY SPOUSE
                                                                ---------
                                All General Partners 
                                and directors/key     
                                executive officers of 
                                De Anza Corporation as
                                a group (7):                    2.5 UNITS                 *
                                                                =========
*  Less than 1%
</TABLE> 
                  
     (c)  Changes in Control.
          ------------------

          None.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          ----------------------------------------------

          For the year ended December 31, 1996, Terra Vista Management, Inc., or
an affiliate of the Operating General Partner was not paid management fees but
was reimbursed $85,138 for the cost of goods and services provided that were
necessary for the operation of the Partnership and its Properties.  A portion of
the foregoing fees were for compensation to executives as set forth in Item 11
above.  Were the management fees not subordinated to the distribution of the
limited partners' Priority Return, approximately $115,418 would have been paid.
See Item 8, Note 6 to the Financial Statements for discussion of Terra Vista
Management, Inc.'s affiliation with the Partnership and actual transaction
amounts which is incorporated herein by reference.



                                    PART IV.

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

     (a)  1.   Index to Financial Statements for the years ended December 31,
1996, 1995, and 1994 that are filed as part of this report:

                                      -16-
<PAGE>
 
<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
Independent Auditor's Report............................................   23

Balance Sheets, December 31, 1996 and 1995..............................   24

Statements of Operations for the years ended December 31, 1996,
  1995 and 1994.........................................................   26

Statements of Changes in Partners' Capital (Deficit) for the
  period January 1, 1994 to December 31, 1996...........................   27

Statements of Cash Flows for the years ended December 31, 1996,
  1995 and 1994.........................................................   28

Notes to Financial Statements...........................................   30

Schedules of Projects' Operations for the years ended
  December 31, 1996, 1995 and 1994......................................   43

Schedule of Distributable Income, Partners' Distributions and
  Reserves for the years ended December 31, 1996, 1995 and 1994.........   46
</TABLE>

          2.   All Schedules have been omitted since they are not required, not
applicable or the information is included in the Financial Statements or Notes
thereto.

          3.   The following index sets forth the exhibits required to be filed
by Item 601 of Regulation S-K:

EXHIBIT NO.                                                               PAGE
-----------                                                               ----

3.1  Second Amended and Restated Certificate and Agreement of 
     Limited Partnership effective as of  June 14, 1990.  (See 
     Exhibit 3.1 in the Partnership's Annual Report on Form 10-K 
     for the year ended December 31, 1990, incorporated herein by 
     reference.)

10.1 Management Agreement between De Anza Assets, Inc. and 
     the Partnership respecting San Luis Bay dated June 25, 1991.  
     (See Exhibit 10.6 in the Partnership's Annual Report on Form 
     10-K for the year ended December 31, 1992, incorporated herein 
     by reference.)

                                      -17-
<PAGE>
 
EXHIBIT NO.                                                               PAGE
-----------                                                               ----

10.2 Balloon Promissory Note in the amount of $4,300,000; Deed 
     of Trust, Assignment of Rents, Security Agreement and 
     Fixture Filing; and Security Agreement dated November 8, 
     1993.  (See Exhibit 10.8 in the Partnership's Annual Report 
     on Form 10-K for the year ended December 31, 1993,
     incorporated herein by reference.)

10.3 Amended Acquisition Agreement and Joint Escrow 
     Instructions dated May 9, 1994 by and between De Anza 
     Properties-XII, Ltd. and MHC Operating Limited Partnership 
     respecting The Mark Mobile Home Park, as executed.  (See
     Exhibit 10.8 in the Partnership's Annual Report on Form 10-K 
     for the year ended December 31, 1994 incorporated herein by 
     reference.)

10.4 Consent Agreement dated August 18, 1994, between the 
     Partnership and De Anza Assets, Inc. ("Assets ")  whereby 
     Assets withdrew as the property manager of San Luis Bay 
     Mobile Estates and was replaced by Terra Vista Management, 
     Inc.  (See Exhibit 10.10 in the Partnership's Annual Report on
     Form 10-K for the year ended December 31, 1994 
     incorporated herein by reference.)

10.5 General Reserve Trust Agreement dated August 1, 1994 
     between the Partnership, the Herbert M. and Beverly J. 
     Gelfand Family Trust and Herbert M. Gelfand as trustee. (See 
     Exhibit 10.11 in the Partnership's Annual Report on Form 
     10-K for the year ended December 31, 1994 incorporated
     herein by reference.)

10.6 Independent Committee Trust Agreement dated August 1, 
     1994 between the Partnership and Citicorp Trust N.A. as 
     trustee.  (See Exhibit 10.12 in the Partnership's Annual Report 
     on Form 10-K for the year ended December 31, 1994 
     incorporated herein by reference.)

10.7 General Reserve Contribution Agreement dated August 1, 
     1994 between the Partnership, affiliated partnerships, the 
     Herbert M. and Beverly J. Gelfand Family Trust, and Herbert 
     M. Gelfand as trustee.  (See Exhibit 10.13 in the Partnership's 
     Annual Report on Form 10-K for the year ended December 31,
     1994 incorporated herein by reference.)

10.8 Independent Committee Reserve Contribution Agreement 
     dated August 1, 1994 between the Partnership, affiliated 
     partnerships, and Citicorp Trust N.A. as trustee.  (See Exhibit 
     10.14 in the Partnership's Annual Report on Form 10-K for 
     the year ended December 31, 1994 incorporated herein by
     reference.)

                                      -18-
<PAGE>
 
EXHIBIT NO.                                                               PAGE
-----------                                                               ----

10.9 Warner Oaks/Terra Vista Management Agreement dated 
     August 18, 1994.  (See Exhibit 10.1 in the Partnership's 
     Quarterly Report on Form 10-Q for the quarter ended 
     September 30, 1995 incorporated herein by reference.)

     (b)  Reports on Form 8-K.

          None.

     (c)  The information set forth in Item 14(a) (3) of this Annual Report on
Form 10-K is incorporated herein by reference.

     (d)  All information required by Regulation S-X will be furnished by the
Partnership to its partners in its annual report. Therefore, this Item is not
applicable.

                                      -19-
<PAGE>
 
                                  SIGNATURES
                                  ----------

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


DE ANZA PROPERTIES - XII, LTD.  (a California limited partnership)


By DE ANZA CORPORATION  (a California corporation)
Operating General Partner

By     /s/ Michael D. Gelfand
       ----------------------
       Michael D. Gelfand
       President and Chief Financial Officer

Date:  March 26, 1997

          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.

By     /s/ Herbert M. Gelfand
       ----------------------
       Herbert M. Gelfand, Chairman of the Board Of Directors of De Anza
       Corporation, the Operating General Partner

Date:  March 26, 1997


By     /s/ Michael D. Gelfand
       ----------------------
       Michael D. Gelfand
       Director of De Anza Corporation, the Operating General Partner

Date:  March 26, 1997


By     /s/ David Licht
       ---------------
       David Licht
       Director of De Anza Corporation, the Operating General Partner

Date:  March 26, 1997

                                      -20-
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A LIMITED PARTNERSHIP)
 
                         AUDITED FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY SCHEDULES
 
                          December 31, 1996 and 1995
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                           December 31, 1996 and 1995


                                    CONTENTS

<TABLE>
<S>                                                                         <C>
Report of Independent Auditors...........................................    1
 
Audited Financial Statements
 
Balance Sheets...........................................................    2
Statements of Operations.................................................    4
Statement of Changes in Partners' Capital (Deficit)......................    5
Statements of Cash Flows.................................................    6
Notes to Financial Statements............................................    8
 
Other Financial Information
 
Schedule of Projects' Operations.........................................   21
Schedule of Distributable Income, Partners' Distributions and Reserves...   24
</TABLE>
<PAGE>
 
                         Report of Independent Auditors

To the Partners
De Anza Properties - XII, Ltd.
Beverly Hills, California

We have audited the accompanying balance sheets of De Anza Properties - XII,
Ltd., a Limited Partnership (the Partnership), as of December 31, 1996 and 1995,
and the related statements of operations, changes in partners' capital (deficit)
and cash flows for the years ended December 31, 1996, 1995 and 1994. 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 conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As explained in Note 3 to the financial statements, the Partnership sold one of
its properties on August 18, 1994.  The assets and operations of the property
sold represented a significant portion of the Partnership's total assets and
results of operations.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership as of December
31, 1996 and 1995, and the results of its operations and its cash flows for the
years ended December 31, 1996, 1995 and 1994, in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary Schedules
I and II are presented for the purpose of additional analysis and are not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


ERNST & YOUNG, LLP
January 29, 1997
Los Angeles, California 
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                                Balance Sheets

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                              1996          1995
                                           -----------   -----------
                 ASSETS
 
<S>                                        <C>           <C>
CASH AND CASH EQUIVALENTS, including
 restricted cash of $159,096 and 
 $188,097 at December 31, 1996
 and 1995, respectively (Notes 1 and 3)    $   631,598   $   671,430
 
ACCOUNTS RECEIVABLE                              7,923         8,346
 
PREPAID EXPENSES                                39,545        43,115
                                           -----------   -----------
                                               679,066       722,891
                                           -----------   -----------
 
NOTES RECEIVABLE (Note 3)                      301,958       476,985
                                           -----------   -----------
 
PROPERTY AND EQUIPMENT (Notes 1, 3, 
 5, 8, 9 and 10)
    Land                                     1,184,605     1,184,605
    Land improvements                        3,437,005     3,234,282
    Buildings and improvements               9,933,168     9,933,168
    Furniture and equipment                    469,216       440,317
                                           -----------   -----------
                                            15,023,994    14,792,372
 
Less accumulated depreciation                7,180,893     6,540,758
                                           -----------   -----------
                                             7,843,101     8,251,614
                                           -----------   -----------
OTHER ASSETS
Loan costs, less accumulated
 amortization of $20,008 and 
 $13,519 at December 31, 1996 
 and 1995, respectively (Notes 1
 and 5)                                         77,326        83,815
Other                                            4,420         5,136
                                           -----------   -----------
                                                81,746        88,951
                                           -----------   -----------
 
                                           $ 8,905,871   $ 9,540,441
                                           ===========   ===========
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               2
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                           Balance Sheets (Continued)
<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                   1996          1995
                                                -----------   -----------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 
<S>                                             <C>           <C> 
 
ACCOUNTS PAYABLE AND ACCRUED EXPENSES,
 including $8,864 and $8,644 due to
 related parties at December 31, 1996 
 and 1995, respectively (Note 6)                $    92,710   $   170,016
 
DEPOSITS AND ADVANCE RENTALS                         49,182        53,641
 
UNRECOGNIZED GAIN (Note 3)                          159,096       188,097
 
MANAGEMENT AND CONDOMINIUM CONVERSION
 FEES PAYABLE TO AFFILIATE OR RELATED
 PARTY (Note 6)                                     796,331       796,331
 
SECURED NOTE PAYABLE (Note 5)                     4,222,320     4,261,943
                                                -----------   -----------
                                                  5,319,639     5,470,028
                                                -----------   -----------
PARTNERS' CAPITAL (DEFICIT)
 General partners                                (1,648,564)   (1,652,362)
 Limited partners, 22,719 units issued
  and outstanding                                 5,234,796     5,722,775
                                                -----------   ----------- 
                                                  3,586,232     4,070,413
                                                -----------   -----------

                                                $ 8,905,871   $ 9,540,441
                                                ===========   ===========
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                               3
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                            Statements of Operations
<TABLE>
<CAPTION>
 
                                                    YEAR ENDED DECEMBER 31,
                                               1996        1995       1994
                                           ----------  ----------  ----------
<S>                                        <C>         <C>         <C>
INCOME                                                            
 Rent (Notes 4 and 8)                      $2,257,960  $2,241,482  $2,737,987
 Interest and dividends                        59,000      63,411      76,706
 Other                                         46,323      39,970      64,546
 Utilities                                          -           -      45,817
 Gain (loss) on sale of property and
  equipment (Note 3)                           29,001      42,000     (67,041)
                                           ----------  ----------  ----------
                                            2,392,284   2,386,863   2,858,015
                                           ----------  ----------  ----------
                                                                  
EXPENSES                                                          
 Depreciation and amortization (Note 1)       646,624     647,027     806,028
 Interest                                     315,356     318,184     412,823
 Maintenance, repairs and supplies            242,248     244,538     261,280
 Salaries, including $18,874, $21,018,                             
  and $33,081 paid to related parties 
  in 1996, 1995 and 1994,                                          
  respectively (Note 6)                       207,394     210,316     398,501
 Utilities                                    178,828     179,183     275,941
 Real estate taxes                            155,422     135,357     199,515
 Professional fees and services,
  including $60,850, $78,061, and 
  $101,304 paid to related parties 
  in 1996, 1995 and 1994,                                     
  respectively (Note 6)                       149,150     140,777     271,424
 Other                                         85,305      90,000     313,015
 Insurance                                     63,288      75,213      56,790
 Payroll taxes and employee benefits           42,109      35,887      74,367
 Loss on earthquake damage (Note 8)           (73,259)          -     156,496
 Management fees accrued to related
  parties (Note 6)                                  -     113,748     123,029
                                           ----------  ----------  ----------

                                            2,012,465   2,190,230   3,349,209
                                           ----------  ----------  ----------
                                                                  
NET INCOME (LOSS)                          $  379,819  $  196,633  $ (491,194)
                                           ==========  ==========  ==========
                                                                  
NET INCOME (LOSS)                                                 
 GENERAL PARTNERS                          $    3,798  $    1,966  $  (73,679)
                                           ==========  ==========  ==========
 LIMITED PARTNERS                          $  376,021  $  194,667  $ (417,515)
                                           ==========  ==========  ==========
                                                                  
INCOME (LOSS) PER 1% GENERAL PARTNER                              
 INTEREST (Note 7)                         $    37.98  $    19.66  $  (736.79)
                                           ==========  ==========  ==========
INCOME (LOSS) PER LIMITED PARTNERSHIP                             
 UNIT (Note 7)                             $    16.55  $     8.57  $   (18.38)
                                           ==========  ==========  ==========
</TABLE>
See accompanying report of independent auditors and notes to financial 
statements.

                                                                               4
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

              Statements of Changes in Partners' Capital (Deficit)

                  Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
                                                       GENERAL        LIMITED
                                                      PARTNERS        PARTNERS
                                        TOTAL         (NOTE 2)        (NOTE 2)
                                     -----------     -----------    -----------
 
<S>                                  <C>             <C>            <C>
BALANCE - January 1, 1994            $ 6,618,974     $(1,580,649)   $ 8,199,623
 
DISTRIBUTIONS TO PARTNERS
  (Note 3)                            (1,487,000)              -     (1,487,000)
 
NET LOSS - for the year ended
  December 31, 1994                     (491,194)        (73,679)      (417,515)
                                     -----------     -----------    ----------- 
 
BALANCE - December 31, 1994            4,640,780      (1,654,328)     6,295,108
 
DISTRIBUTIONS TO PARTNERS
  (Note 3)                              (767,000)              -       (767,000)
 
NET LOSS - for the year ended
  December 31, 1995                      196,633           1,966        194,667
                                     -----------     -----------    -----------
 
BALANCE - December 31, 1995            4,070,413      (1,652,362)     5,722,775
 
DISTRIBUTIONS TO PARTNERS
  (Note 3)                              (864,000)              -       (864,000)
 
NET INCOME - for the year ended
   December 31, 1996                     379,819           3,798        376,021
                                     -----------     -----------    ----------- 
 
BALANCE - December 31, 1996          $ 3,586,232     $(1,648,564)   $ 5,234,796
                                     ===========     ===========    ===========
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.
                                                                               5
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                      1996           1995           1994
                                                                   -----------    -----------    -----------
<S>                                                                <C>            <C>            <C> 

OPERATING ACTIVITIES
 Gross rents received from real estate operations                  $ 2,297,147    $ 2,513,880    $ 2,844,909
 Cash paid to suppliers and employees, including
   $85,138, $104,365, and $137,816 paid to related
   parties during 1996, 1995 and 1994, respectively
   (Note 6)                                                         (1,121,414)    (1,377,593)    (1,836,126)
 Interest paid                                                        (316,028)      (316,426)      (392,072)
 Interest and other income received                                     60,681         61,688         79,393
                                                                   -----------    -----------    -----------
   Net cash provided by operating activities                           920,386        881,549        696,104
                                                                   -----------    -----------    -----------
 
INVESTING ACTIVITIES
 Additions to property and equipment                                  (231,622)      (346,736)      (835,059)
 Principal payments on notes receivable                                175,027         11,041        101,144
 Sales costs                                                                 -         (3,575)      (187,142)
 Proceeds from sale of property and equipment                                -              -      5,660,720
                                                                   -----------    -----------    -----------
   Net cash (used in) provided by investing activities                 (56,595)      (339,270)     4,739,663
                                                                   -----------    -----------    -----------
 
FINANCING ACTIVITIES
 Principal payments on secured note payable                            (39,623)       (16,763)    (4,080,568)
 Partner distributions                                                (864,000)      (767,000)    (1,487,000)
                                                                   -----------    -----------    -----------
   Net cash used in financing activities                              (903,623)      (783,763)    (5,567,568)
                                                                   -----------    -----------    ----------- 
NET DECREASE IN CASH AND CASH EQUIVALENTS                              (39,832)      (241,484)      (131,801)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         671,430        912,914      1,044,715
                                                                   -----------    -----------    ----------- 
CASH AND CASH EQUIVALENTS AT END OF YEAR                           $   631,598    $   671,430    $   912,914
                                                                   ===========    ===========    ===========
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.
                                                                               6
<PAGE>
 
                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                      Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                      1996          1995           1994
                                                                   ---------      ---------      ---------
<S>                                                                <C>            <C>            <C> 
 
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
 OPERATING ACTIVITIES
 Net income (loss)                                                 $ 379,819      $ 196,633      $(491,194)
 Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
   Depreciation and amortization                                     646,624        647,027        806,028
   (Gain) loss on sale of property and equipment                     (29,001)       (42,000)        67,041
 Changes in operating assets and liabilities:
  Decrease (increase) in accounts receivable                             423        245,711       (210,027)
  Decrease (increase) in prepaid expenses                              3,570          2,490        (11,700)
  Decrease in mobile homes held for resale                                 -              -         80,271
  Decrease in other assets                                               716            205          7,238
  (Decrease) increase in accounts payable and
    accrued expenses                                                 (77,306)      (265,840)       321,471
  (Decrease) increase in deposits and advance rentals                 (4,459)       (16,425)         3,955
  Increase in management and condominium
    conversion fees payable to affiliate or related party                  -        113,748        123,021
                                                                   ---------      ---------      ---------
  Net cash provided by operating activities                        $ 920,386      $ 881,549      $ 696,104
                                                                   =========      =========      =========
</TABLE> 
 
NONCASH FINANCING ACTIVITY
During the year ended December 31, 1994, the lender deferred two months of note
payments on the Warner Oaks loan. The accrued and unpaid interest of $40,236 has
been added to the principal balance (Note 5).

See accompanying report of independent auditors and notes to financial 
statements.
                                                                               7
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                         Notes to Financial Statements

              For the Years Ended December 31, 1996, 1995 and 1994


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Partnership invests its cash not needed for working capital in highly liquid
short-term investments consisting primarily of money market funds and
certificates of deposit, with original maturities generally ranging from one to
three months. The Partnership considers all such items to be cash equivalents.
Restricted cash at December 31, 1996 and 1995 is comprised of the cash reserves
established in connection with the sale of certain property described in Note 3.
The Partnership maintains some of its cash in bank deposit accounts which, at
times, may exceed the federally insured limits. No losses have been experienced
to date related to such accounts. The Partnership places its cash and cash
equivalents with quality financial institutions and believes it is not exposed
to any significant concentrations of credit risk on cash and cash equivalents.

PROPERTY AND EQUIPMENT

In 1996, the Partnership adopted Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. The adoption of Statement No. 121 had no
effect on the Partnership's financial position or results of operations.
Property and equipment are stated at cost at December 31, 1995.

Depreciation is computed using both the straight-line and declining-balance
methods, based on estimated useful lives as follows:
<TABLE>
<CAPTION>
 
<S>                                         <C>
Land improvements                           10 - 15
Buildings and improvements                  25 - 30
Furniture                                    3 - 5
Mobile homes                                   5
</TABLE>

Maintenance and repairs are expensed as incurred.

See accompanying report of independent auditors.

                                                                               8
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LOAN COSTS

The costs incurred in obtaining financing are capitalized and amortized over the
terms of the respective loans. The loan costs pertaining to the loan secured by
the Mark were written off upon the sale of the property (see Note 3).

FINANCIAL INSTRUMENTS

The carrying amount reported in the balance sheet for cash and cash equivalents,
accounts receivable and accounts payable at December 31, 1996, approximates fair
value due to the short maturity of these instruments.  The carrying value of the
note payable approximates fair value at December 31, 1996, based on the current
borrowing rates for similar obligations.

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 at December 31, 1996 and
1995 and revenues and expenses for the years ended December 31, 1996, 1995 and
1994.  Actual results could differ from those estimates.

See accompanying report of independent auditors.
                                                                               9
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES

Since the Partnership's income or loss is allocated to the partners and not the
Partnership, there is no provision or benefit for income taxes reflected in the
accompanying financial statements. The amount of income (loss) for federal tax
purposes for the years ended December 31, 1996, 1995 and 1994 was $231,500,
$3,588, and $(432,179),  respectively. The income (loss) for federal tax
purposes was calculated as follows:

<TABLE>
<CAPTION>
                                              1996         1995         1994
                                           ---------    ---------    ---------
<S>                                        <C>          <C>          <C>
Net income (loss) per financial
 statements                                $ 379,819    $ 196,633    $(491,194)
Tax basis depreciation in excess of
 financial statement depreciation           (119,268)    (151,272)    (304,452)
Financial statement basis in excess of
 tax basis of property sold                                     -      876,990
Capitalized costs for book purposes                             -     (445,000)
Deferred income                              (29,001)     (42,000)        (768)
Other                                              -          227      (67,755)
                                           ---------    ---------    ---------
Income (loss) for federal tax purposes     $ 231,550    $   3,588    $(432,179)
                                           =========    =========    =========
</TABLE>

See accompanying report of independent auditors.
                                                                              10
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES (CONTINUED)

Partners' capital, as reflected in the financial statements, differs from the
amount reflected in the Partnership's federal tax return for the years ended
December 31, 1996, 1995 and 1994.  Partners' capital is reconciled as follows:
<TABLE>
<CAPTION>
                                           1996         1995          1994
                                        -----------  -----------  -----------

<S>                                     <C>          <C>          <C>
Partners' capital per financial                                   
 statements                             $ 3,586,232  $ 4,070,413  $ 4,640,780
Syndication costs                         3,378,563    3,378,563    3,378,563
Accumulated depreciation                                          
 difference                              (7,163,079)  (7,043,811)  (6,892,539)
Purchase price adjustment                 2,273,774    2,273,774    2,273,774
Aggregate of differences                                          
 described in the preceding                                       
 reconciliation                            (148,269)    (193,045)      59,015
Accumulated amortization                          -            -       (1,081)
Other                                       205,297      279,074       70,095
                                        -----------  -----------  -----------
Partners' capital per federal tax                                 
  return                                $ 2,132,518  $ 2,764,968  $ 3,528,607
                                        ===========  ===========  ===========
</TABLE>

2. PARTNERSHIP AGREEMENT

The Partnership was formed on December 2, 1980 to acquire, develop and operate
income-producing residential real properties. The Partnership owns and operates
Warner Oaks Apartments, a 227-unit apartment complex in Woodland Hills,
California. The Partnership owned and operated two mobile home communities: San
Luis Bay Mobile Estates, a 162-space community in Avila Beach, California, and
Mark Mobile Home Park (the Mark), a 411-space community in Mesa, Arizona.  Prior
to 1994, management converted the San Luis Bay Mobile Estates to a common-
interest subdivision of the type referred to as a condominium and sold most of
the homesites by the end of 1994 (see Note 3). The Mark was sold in 1994 (see
Note 3).

See accompanying report of independent auditors.
                                                                              11
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

2. PARTNERSHIP AGREEMENT (CONTINUED)

The partnership agreement provides that distributable cash, as defined, will be
distributed to the limited partners, up to a sum equivalent to 6% per annum of
their adjusted capital contributions, as defined therein, through November 20,
1983, and 7% per annum thereafter. Cash is then distributed to the general
partners, up to a sum equivalent to 2% per annum of the adjusted capital
contributions of the limited partners, through November 20, 1983, and 2-1/3% per
annum thereafter.  Any additional cash is distributed 75% to the limited
partners and 25% to the general partners.  Net income is allocated in the same
proportion as cash distributions; however, the general partners receive a
minimum 1% allocation.  If no distributions are made, net income is allocated
85% to the limited partners and 15% to the general partners. Losses are
allocated 85% to the limited partners and 15% to the general partners.

3. SALE OF PROPERTY AND EQUIPMENT

SAN LUIS BAY

On May 2, 1989, the Partnership entered into an agreement to sell San Luis Bay
Mobile Estates (the 162-space mobile home community in Avila Beach, California)
to the residents for an aggregate sales price of $8,850,000 and, pursuant to
that agreement, subdivided the property into condominium units in 1991. The
Partnership provided purchase money financing for up to 80% of the individual
homesite price, payable in monthly installments, including interest at 10%,
based on a loan amortization schedule of 30 years, with a balloon payment of
unpaid principal and interest due in 1998. Those residents who purchased their
homesites for cash received a 10% discount off their purchase price.  At
December 31, 1996 and 1995, respectively, the outstanding amounts due totaled
$301,958 and $476,985.

The Partnership sold 158 homesites prior to 1994. In 1994, it sold two sites for
$104,990. The remaining two unsold units are leased to tenants.

The Partnership released reserves from San Luis Bay sales and distributed
$135,000 and $370,540 to the limited partners in 1996 and 1994, respectively.
These distributions represent a return of original capital.

See accompanying report of independent auditors.
                                                                              12
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

3. SALE OF PROPERTY AND EQUIPMENT (CONTINUED)

THE MARK

In 1994, the Partnership entered into negotiations through De Anza Group, Inc.
(DAG), the former parent company of its operating general partner, for the sale
of the Mark. On January 19, 1994, the Partnership entered into an Acquisition
Agreement to sell the Mark to MHC Operating Limited Partnership (MHC). The sale
was part of an overall transaction for the sale of the related management
business of DAG and other mobile home communities affiliated with DAG. The sale
closed escrow on August 18, 1994.

The sales price for the Mark was $5,404,419. Additional proceeds of $130,094,
which were included in the sales price for calculating the gain on sale of
property and equipment, were received from MHC to fund a General Reserve. Excess
proceeds of $1,116,460 were distributed to the partners as a return of capital
on September 16, 1994, after repayment of debt of $3,977,437, sales and closing
costs of $210,519 and establishment of various reserves totaling $230,097.

The $230,097 was used to establish the following cash reserves:
<TABLE>
<CAPTION>
 
<S>                                                      <C>
MHC Reserve                                              $ 42,000
General Reserve                                           130,094
Independent Committee Reserve                              58,003
</TABLE>

The Partnership has been charged with certain costs for the transaction, some of
which were based upon an allocation of costs from the overall transaction with
MHC. Such transaction costs have been capitalized to the properties and deducted
in the determination of net gain on the sale of the Partnership's property and
equipment. Transaction and closing costs charged to the Partnership in 1994
totaled $210,519.

The MHC Reserve was required by the Amended Acquisition Agreement.  The General
Reserve and Independent Committee Reserve were established to fund contingent
liabilities that may arise out of the MHC transaction. During 1996 and 1995,
$29,001 of the Independent Committee Reserve and the $42,000 MHC Reserve,
respectively, were released and distributed to the limited partners as a return
of original capital.

See accompanying report of independent auditors.
                                                                              13
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

3. SALE OF PROPERTY AND EQUIPMENT (CONTINUED)

THE MARK (CONTINUED)

Pursuant to the guidelines of Financial Accounting Standards No. 66, "Accounting
for Sales of Real Estate," the Partnership deferred in 1994 the recognition of
gain on that portion of the sales proceeds represented by the MHC Reserve,
General Reserve and Independent Committee Reserve, totaling $230,097. During the
years ended December 31, 1996 and 1995, the Partnership recognized as income
$29,001 attributable to the Independent Committee Reserve released and $42,000
attributable to the MHC Reserve released, respectively.

4. TENANT LEASES

Apartment units are leased for a period of one year or on a month-to-month
basis, while the two remaining mobile home spaces are leased for less than two
years. The Partnership accounts for all leases as operating leases. Rental
revenue is reported ratably over the lease terms. The annual rents from
noncancelable operating leases from tenants, as of December 31, 1996, are as
follows:
<TABLE>
<CAPTION>
 
                                      Years Ending
                                      December 31,
                                      ------------
<S>                                   <C>
1997                                     $ 224,442
1998                                         6,071
                                      ------------
                                         $ 230,513
                                      ============ 
</TABLE>

See accompanying report of independent auditors.
                                                                              14
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

5. SECURED NOTE PAYABLE

Secured note payable at December 31, 1996 and 1995 consisted of:
<TABLE>
<CAPTION>
 
                                                     DECEMBER 31,
                                                    1996        1995
                                                  ----------    ---------- 
<S>                                               <C>           <C>
Note collateralized by a first trust
deed, payable in monthly installments                   
of $27,485, including interest until
December 15, 1995 and $29,547 through                   
December 15, 1996.  Thereafter, the
monthly payment changes annually on                     
each December 15th.  Interest floats
at 2.5% over the Federal Home Loan
Bank's 11th District Cost of Funds
Index, not to exceed 12.9%, adjusted
monthly. Unpaid principal and accrued      
interest are due November 15, 2008.
The interest rate in effect at
December 31, 1996 and 1995 was 7.34%                     
and 7.62%, respectively                           $4,222,320    $4,261,943
                                                  ==========    ========== 
</TABLE>

Due to the Northridge earthquake on January 17, 1994, the lender agreed to a
deferment of two months of note payments. The accrued and unpaid interest of
$40,236 was added to the principal balance during 1994 (see Note 8).

The annual maturities on the secured note payable for the years subsequent to
December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                            Years Ending 
                            December 31,
                            ------------
<S>                         <C>
1997                        $     51,805
1998                              55,737
1999                              59,969
2000                              64,521
2001                              69,418
Thereafter                     3,920,870
                            ------------
                            $  4,222,320
                            ============
</TABLE>

See accompanying report of independent auditors.
                                                                              15
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

6. TRANSACTIONS WITH RELATED PARTIES

Pursuant to a former management agreement dated October 1, 1985, as amended, De
Anza Assets, Inc., a former affiliate of the operating general partner, was paid
a management fee in the amount of 5% of the annual gross receipts from the
operations of the Partnership's properties. The payment of this fee is
subordinated to the priority distribution to the limited partners of 7% of their
adjusted capital contributions each year and is noncumulative, except in the
case of a sale, refinancing or other disposition of the Partnership's
properties. In that case, the difference between the management fee actually
paid and the management fee that would have been paid if it were not
subordinated is payable out of proceeds of the sale, refinancing or other
disposition after payment of the limited partners' priority return and capital
contribution and the general partners' incentive interest. However, management
fees payable, subsequent to a consummated refinancing, are not subordinated to
the limited partners' priority return to the extent the subordination would have
been caused by increased debt service charges. Management fees of $83,277, were
accrued but not paid to De Anza Assets, Inc. for the year ended December 31,
1994.  At December 31, 1996 and 1995, cumulative accrued fees of $565,022 have
been subordinated and are included in management and condominium conversion fees
payable to affiliate or related party.  Shortly before the sale to MHC, De Anza
Assets, Inc. assigned its rights to receipt of these fees to the Gelfand Family
Trust.

On August 18, 1994, subsequent to the sale of the Mark and the property
management business of DAG, as discussed in Note 3, the property management of
Warner Oaks and remaining spaces at San Luis Bay was assumed by Terra Vista
Management, Inc. (Terra Vista).  Terra Vista is wholly owned by Michael D.
Gelfand, the son of Herbert M. Gelfand.  Herbert M. Gelfand is the sole
shareholder of the Operating General Partner and an individual general partner.
Management fees of $113,748 were accrued but not paid to Terra Vista for the
year ended December 31, 1995. Management fees in the amount of $114,386 were not
accrued for the year ended December 31, 1996 because the Partnership has
determined that it is not probable based on the anticipated cash flows to be
generated from the disposition or the refinancing of the property and under the
terms of the Partnership Agreement that the fees would be paid. At December 31,
1996 and 1995, cumulative accrued fees of $153,500, have been subordinated and
are included in management and condominium conversion fees payable to affiliate
or related party. The

See accompanying report of independent auditors.
                                                                              16
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

6. TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Gelfand Family Trust has agreed to share equally any payment to be made to the
Gelfand Family Trust for deferred management fees with Terra Vista until Terra
Vista has been paid all outstanding deferred management fees.

Pursuant to the partnership agreement, a condominium conversion fee equal to 1%
of the sales price of the San Luis Bay homesites is due to DAG (see Notes 2 and
3). Payment of this fee has been deferred pursuant to the partnership agreement
requirement regarding subordination to payment of the limited partners' priority
return and capital contribution, the general partners' incentive interest and
deferred management fees. Subordinated cumulative accrued fees of $77,809 have
been included in management and condominium conversion fees payable to affiliate
at December 31, 1996 and 1995. Shortly before the sale to MHC, DAG assigned its
right to receipt of this fee to the Gelfand Family Trust.

In addition, DAG or a wholly owned subsidiary was paid $90,094 for the year
ended December 31, 1994 and Terra Vista or an affiliate of the operating general
partner was paid in the aggregate $85,138, $104,365 and $47,721 for the years
ended December 31, 1996 and 1995, and for the period August 18, 1994 through
December 31, 1994, respectively, for performing bookkeeping, legal, regional
management, computer and investor relations services necessary for the operation
of the Partnership and its properties.

7. INCOME (LOSS) PER 1% GENERAL PARTNER INTEREST AND
   LIMITED PARTNERSHIP UNIT

Income (loss) per 1% general partner interest was computed based on the general
partners' share of net income (loss) as reflected in the statement of changes in
partners' capital (deficit). Income (loss) per limited partnership unit was
computed based on the limited partners' share of income (loss) as reflected in
the statement of changes in partners' capital (deficit) and the number of
limited partnership units outstanding (22,719 units in each year).

See accompanying report of independent auditors.
                                                                              17
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

8. LOSS ON EARTHQUAKE DAMAGE

On January 17, 1994, the Warner Oaks Apartment complex suffered property damage
from an earthquake. The Partnership estimates total costs of $1,989,000 and
received insurance proceeds of $1,414,000. A portion of the costs has been
capitalized and the balance of $156,496, representing estimated noncapitalized
costs, net of insurance proceeds, has been expensed at December 31, 1994.
Additional insurance proceeds of $308,000 received for loss of income were
included in rental income for the year ended December 31, 1995.  The excess of
the estimated accrued costs over the actual costs incurred by the Partnership
totaling $73,259 is recorded as a reduction to operating expenses in 1996.  As
of December 31, 1996, all of the repairs have been completed.


See accompanying report of independent auditors.
                                                                              18
<PAGE>
 
                        DE ANZA PROPERTIES - XII, LTD.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

             For the Years Ended December 31, 1996, 1995 and 1994


9. SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>                                      INITIAL COST TO PARTNERSHIP
                                              -----------------------------
                                                              BUILDINGS,
                                                              IMPROVEMENTS,   COSTS     
                                                              FURNITURE       CAPITALIZED    SALE OF
                                                              AND             SUBSEQUENT TO  PROPERTY AND
DESCRIPTION                     ENCUMBRANCES   LAND           EQUIPMENT       ACQUISITION    EQUIPMENT        
---------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>            <C>             <C>            <C>              
San Luis Bay Mobile Estates,
 mobile home community, 
 Avila Beach, California                 -     $  722,945     $ 3,218,956     $  272,310     $(4,160,988)     
Warner Oaks Apartments,
 apartment complex,
 Woodland Hills, California     $4,222,320      1,168,747       9,962,170      3,839,854               -      
                                ------------------------------------------------------------------------
                                $4,222,320     $1,891,692     $13,181,126     $4,112,164     $(4,160,988)     
                                ========================================================================
</TABLE>

<TABLE>
<CAPTION>
                                  GROSS AMOUNT CARRIED AT CLOSE OF
                                            PERIOD ENDED
                                          DECEMBER 31, 1996                                                         
                                ------------------------------------------                                           LIFE ON WHICH
                                                                                                                     DEPRECIATION IN
                                            BUILDINGS,                                                               LATEST
                                            IMPROVEMENTS,                                                            STATEMENT OF
                                            FURNITURE                                                                OPERATIONS IS
                                            AND                           ACCUMULATED    YEAR OF        DATE OF      COMPUTED
DESCRIPTION                     LAND        EQUIPMENT      TOTAL          DEPRECIATION   CONSTRUCTION   ACQUISITION  (YEARS)
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>           <C>             <C>            <C>            <C>          <C>    
San Luis Bay Mobile Estates,                             
 mobile home community,                                  
 Avila Beach, California        $    9,442  $    43,781   $    53,223/1/  $   24,614     1972           8/11/81      3 to 25
Warner Oaks Apartments,                                  
 apartment complex,                                      
 Woodland Hills, California      1,175,608   13,795,608    14,970,771/2/   7,156,279     1979           2/09/82      5 to 30
                                ----------------------------------------------------
                                $1,184,605  $13,839,389   $15,023,994     $7,180,893
                                ====================================================
</TABLE>

(1)  Aggregate cost for federal income tax purposes is $53,223

(2)  Aggregate cost for federal income tax purposes is $15,964,887

See accompanying report of independent auditors.
                                                                              19
<PAGE>
 
                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                   Notes to Financial Statements (Continued)

              For the Years Ended December 31, 1996, 1995 and 1994

10. RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
 
                                                    BUILDINGS,
                                                  IMPROVEMENTS, 
                                                    FURNITURE
                                       LAND       AND EQUIPMENT     TOTAL
                                   -----------    -------------  -----------
<S>                                <C>            <C>            <C>
REAL ESTATE                                                    
Balance at January 1, 1994         $ 2,922,400    $17,878,479    $20,800,879
  Additions during 1994                     --        839,516        839,516
  Reductions due to sale of                                    
   property and equipment                                      
   during 1994                      (1,737,795)    (5,456,964)    (7,194,759)
                                   -----------    -----------    -----------
Balance at December 31, 1994         1,184,605     13,261,031     14,445,636
  Additions during 1995                     --        346,736        346,736
                                   -----------    -----------    -----------
Balance at December 31, 1995         1,184,605     13,607,767     14,792,372
  Additions during 1996                     --        231,622        231,622  
                                   -----------    -----------    -----------
                                                               
Balance at December 31, 1996       $ 1,184,605    $13,839,389    $15,023,994
                                   ===========    ===========    ===========
</TABLE> 

<TABLE> 
<CAPTION> 
<S>                                                              <C> 
ACCUMULATED DEPRECIATION
Balance at January 1, 1994                                       $ 7,210,949
  Depreciation charged to expense during 1994                        745,511
  Reduction due to sale of property and equipment
   during 1994                                                    (2,056,240)
                                                                 -----------
Balance at December 31, 1994                                       5,900,220
  Depreciation charged to expense during 1995                        640,538
                                                                 -----------
Balance at December 31, 1995                                       6,540,758
  Depreciation charged to expense during 1996                        640,135
                                                                 -----------
 
Balance at December 31, 1996                                     $ 7,180,893
                                                                 ===========
</TABLE>

See accompanying report of independent auditors.
                                                                              20
<PAGE>
 
                                                                      SCHEDULE I
                                                                     Page 1 of 3

                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                       Schedule of Projects' Operations
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31, 1996
                             ------------------------------------------------------------------------------------------------------
                                 WARNER OAKS
                                 APARTMENTS                     DE ANZA PROPERTIES - XII, LTD.                               TOTAL
                             -----------------------------------------------------------------------------------------------------
                                   AMOUNT       % OF INCOME            AMOUNT            % OF INCOME       AMOUNT       % OF INCOME
                             ------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>                   <C>               <C>               <C>           <C>
INCOME
 Rent (Notes 4 and 8)            $ 2,245,805      98.34%               $ 12,155           11.19%           $ 2,257,960    94.38%
 Interest and dividends                    -          -                  59,000           54.31                 59,000     2.47
 Other                                37,839       1.66                   8,484            7.81                 46,323     1.94
 Gain on sale of property
  and equipment (Note 3)                   -          -                  29,001           26.69                 29,001     1.21
                             ------------------------------------------------------------------------------------------------------
                                   2,283,644     100.00                 108,640          100.00              2,392,284   100.00
                             ------------------------------------------------------------------------------------------------------
EXPENSES
 Depreciation and                   
  amortization (Note 1)              645,606      28.27                   1,018            0.94                646,624    27.03
 Interest                            315,340      13.81                      16            0.01                315,356    13.18
 Maintenance, repairs and            
  supplies                           242,248      10.61                       -               -                242,248    10.13
 Salaries, including $18,874
  paid to related parties          
  (Note 6)                           190,194       8.33                  17,200           15.83                207,394     8.67
 Utilities                           178,795       7.83                      33            0.03                178,828     7.47
 Real estate taxes                   154,501       6.77                     921            0.85                155,422     6.50
 Professional fees and
  services, including 
  $60,850 paid to related
  parties (Note 6)                    70,993       3.11                  78,157           71.94                149,150     6.23
 Other                                32,786       1.44                  52,519           48.34                 85,305     3.57
 Insurance                            62,648       2.74                     640            0.59                 63,288     2.65
 Payroll taxes and employee
  benefits                            42,109       1.84                       -               -                 42,109     1.76
 Loss on earthquake damage
  (Note 8)                           (73,259)     (3.21)                      -               -                (73,259)   (3.06)
                             ------------------------------------------------------------------------------------------------------
                                   1,861,961      81.54                 150,504          138.53              2,012,465    84.13
                             ------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                 $  421,683      18.46%               $(41,864)         (38.53)%           $  379,819    15.87%
                             ======================================================================================================
</TABLE>

See accompanying report of independent auditors and notes to financial
statements.

                                                                              21
           
<PAGE>
 
                                                                      SCHEDULE I
                                                                     Page 2 of 3

                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                       Schedule of Projects' Operations
<TABLE>
<CAPTION>
 
 
                                                                    YEAR ENDED DECEMBER 31, 1995
                             ------------------------------------------------------------------------------------------------------
                                   SAN LUIS BAY                 WARNER OAKS                DE ANZA 
                                  MOBILE ESTATES                APARTMENTS          PROPERTIES - XII, LTD.           TOTAL
                             ------------------------------------------------------------------------------------------------------
                                               % OF                       % OF                     % OF                     % OF
                                AMOUNT        INCOME      AMOUNT         INCOME      AMOUNT       INCOME     AMOUNT        INCOME
                                --------------------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>            <C>         <C>          <C>        <C>            <C>
INCOME
 Rent (Notes 4 and 8)           $12,050       100.00%     $2,229,432      98.50%            -          -     $2,241,482      93.91%
 Interest and dividends               -            -               -          -      $ 63,411      56.94%        63,411       2.66
 Gain on sale of property and         -            -               -          -        42,000      37.72         42,000       1.76
  equipment (Note 3)
 Other                                -            -          34,024       1.50         5,946       5.34         39,970       1.67
                                --------------------------------------------------------------------------------------------------
                                 12,050       100.00       2,263,456     100.00       111,357     100.00      2,386,863     100.00
                                --------------------------------------------------------------------------------------------------
EXPENSES
 Depreciation and      
  amortization (Note 1)           1,071         8.89         645,956      28.54             -          -        647,027      27.11
 Interest                            29         0.24         318,155      14.06             -          -        318,184      13.33
 Maintenance, repairs and
  supplies                            -            -         244,538      10.80             -          -        244,538      10.25
 Salaries, including $21,018
  paid to related
  parties (Note 6)                    -            -         190,819       8.43        19,487      17.51        210,316       8.81
 Utilities                           18         0.15         179,096       7.91            69       0.06        179,183       7.51
 Real estate taxes                1,274        10.57         134,083       5.92             -          -        135,357       5.67
 Professional fees and
  services, including
  $78,061 paid to related
  parties (Note 6)                    -            -          74,823       3.31        65,954      59.23        140,777       5.90 
 Other                            3,932        32.63          52,072       2.30        33,996      30.53         90,000       3.77
 Insurance                          493         4.09          74,720       3.30             -          -         75,213       3.15
 Payroll taxes and employee
  benefits                            -            -          35,956       1.59           (69)     (0.06)        35,887       1.50
 Management fees accrued to
  related         
  parties (Note 6)                  315         2.61         113,433       5.01             -          -        113,748       4.77
                                --------------------------------------------------------------------------------------------------
                                  7,132        59.18       2,063,651      91.17       119,447     107.27      2,190,230      91.77
                                --------------------------------------------------------------------------------------------------

 NET INCOME (LOSS)              $ 4,918        40.82%     $  199,805       8.83%     $ (8,090)     (7.27%)   $  196,633       8.23%
                                ==================================================================================================
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.

                                                                              22
<PAGE>
 
                                                                      SCHEDULE I
                                                                     Page 3 of 3

                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

                       Schedule of Projects' Operations
<TABLE>
<CAPTION>
                                                                FOR THE YEAR ENDED DECEMBER 31, 1994
                              -----------------------------------------------------------------------------------------------------
                              SAN LUIS BAY       WARNER OAKS         MARK MOBILE              DE ANZA
                              MOBILE ESTATES     APARTMENTS           HOME PARK         PROPERTIES - XII, LTD.      TOTAL
                              -----------------------------------------------------------------------------------------------------
                                       % OF                 % OF                 % OF                % OF                   % OF
                              AMOUNT  INCOME   AMOUNT      INCOME   AMOUNT      INCOME    AMOUNT    INCOME     AMOUNT      INCOME
                             ------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>         <C>      <C>          <C>       <C>         <C>     <C>
INCOME

 Rent (Notes 4 and 8)        $14,735  17.10%  $2,227,352   97.60%  $  495,900   119.84%          -        -   $2,737,987     95.80%
 Interest                          -      -        3,021    0.13          167     0.04    $ 73,518    96.78%      76,706      2.68
 Other                             -      -       51,715    2.27       10,387     2.51       2,444     3.22       64,546      2.27
 Utilities                         -      -            -       -       45,817    11.07           -        -       45,817      1.60
 Gain (loss) on sale of
  property and equipment
  (Note 3)                    71,426  82.90            -       -     (138,467)  (33.46)          -        -      (67,041)    (2.35)
                             -------------------------------------------------------------------------------  -----------  --------
                              86,161 100.00    2,282,088  100.00      413,804   100.00      75,962   100.00    2,858,015    100.00
                             -------------------------------------------------------------------------------  -----------  --------
EXPENSES
 Depreciation and
  amortization (Note 1)        1,721   2.00      634,484   27.80      169,823    41.04           -        -      806,028     28.20
 Interest                          5   0.01      253,261   11.10      159,557    38.56           -        -      412,823     14.44
 Maintenance, repairs
  and supplies                     -      -      166,239    7.29       95,041    22.97           -        -      261,280      9.14
 Salaries, including
  $33,081 paid to
  related parties
  (Note 6)                         -      -      211,020    9.25      155,007    37.46      32,474    42.75      398,501     13.94
 Utilities                       212   0.25      176,629    7.74       98,880    23.90         220     0.29      275,941      9.66
 Real estate taxes             1,299   1.51      161,655    7.08       36,561     8.84           -        -      199,515      6.98
 Professional fees and
  services, including
  $101,304 paid to
  related parties
  (Note 6)                     1,361   1.58       79,011    3.46      148,628    35.92      42,424    55.85      271,424      9.50
 Other                         5,618   6.52       29,505    1.29      252,863    61.11      25,029    32.95      313,015     10.95
 Insurance                       398   0.46       39,454    1.73       16,938     4.09           -        -       56,790      1.99
 Payroll taxes and
  employee  benefits               -      -       43,768    1.92       30,599     7.40           -        -       74,367      2.60
 Loss on earthquake
  damage (Note 8)                  -      -      156,496    6.85            -        -           -        -      156,496      5.48
 Management fees accrued
  to related parties
  (Note 6)                       415   0.48       97,578    4.28       25,036     6.05           -        -      123,029      4.31
                             -------------------------------------------------------------------------------  -----------  --------
                              11,029  12.81    2,049,100   89.79    1,188,933   287.34     100,147   131.84    3,349,209    117.19
                             -------------------------------------------------------------------------------  -----------  --------
NET INCOME (LOSS)            $75,132  87.19%  $  232,988   10.21%  $ (775,129) (187.34)%  $(24,185)  (31.84)% $ (491,194)   (17.19)%
                             ============================================================================================  ========
</TABLE>


See accompanying report of independent auditors and notes to financial
statements.

                                                                              23
<PAGE>
 
                                                                     Schedule II
                                                                     Page 1 of 2

                        De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

    Schedule of Distributable Income, Partners' Distributions and Reserves
<TABLE>
<CAPTION>
 
                                                                      YEAR ENDED DECEMBER 31,
                                                        1996                   1995                     1994
                                                    -----------             -----------             ------------
<S>                                                 <C>                     <C>                     <C>
Net income (loss)                                    $  379,819              $  196,633              $  (491,194)
Add (deduct) adjustments per                               
  partnership agreement:                                                             
  Depreciation and amortization                         646,624                 647,027                  806,028
  (Gain) loss on sale of property and                   (29,001)                (42,000)                  67,041
   equipment                                                             
  Debt amortization                                     (39,623)                (16,763)                 (91,790)
  Net change in accruals                                (75,874)                 95,624                  169,331
  Release of prior years' reserves                    3,611,149               3,455,628                2,996,212
                                                    -----------             -----------             ------------
Cash available for distribution(1)                    4,493,094               4,336,149                3,455,628
Cash distributions to limited partners,                                
  up to 7% per annum of average adjusted                                
  capital contributions of $17,559,104,                                 
  $17,601,655, and $18,739,386, in 1996,                                
  1995 and 1994, respectively                          (700,000)               (725,000)                       -
                                                    -----------             -----------             ------------
Reserves from operations(2)                          $3,793,044              $3,611,149             $  3,455,628
                                                    ===========             ===========             ============
Proceeds from sales of properties                                      
 available for distribution or 
 reserves.(3)                                        $  175,027              $   11,041             $  1,549,159
Use of reserves for earthquake repairs                        -                       -                 (664,000)
Release of prior years' reserves                        299,371                 330,330                  935,171
                                                    -----------             -----------             ------------
                                                        474,398                 341,371                1,820,330
Distributions to limited partners from                                 
 sales proceeds                                        (164,000)                (42,000)              (1,487,000)
                                                    -----------             -----------             ------------
Reserves from sales of properties
 (2)(3)(4)                                           $  310,398              $  299,371             $    333,330
                                                    ===========             ===========             ============
Distributions to limited partners per                                  
 original $1,000 investment:                                                     
From operations:                                                       
      Amount                                         $    30.81              $    31.91                        -
                                                    -----------             -----------             ------------
      Percent (of adjusted capital)                        3.99%                   4.12%                       -
                                                    ===========             ===========             ============
From sales:                                                            
      Amount                                         $     7.22              $     1.85                   $65.45
                                                    ===========             ===========             ============
      Percent (of original investment)                     0.72%                   0.18%                    6.55%
                                                    ===========             ===========             ============
</TABLE>

See accompanying report of independent auditors and notes to financial 
statements.
                                                                              24
<PAGE>
 
                                                                     Schedule II
                                                                     Page 2 of 2

                         De Anza Properties - XII, Ltd.
                            (A Limited Partnership)

     Schedule of Distributable Income, Partners' Distributions and Reserves
                                  (Continued)

(1)  Cash available for distribution represents amounts as defined by the
     partnership agreement.

(2)  The operating general partner has exercised its discretion in reserving
     these amounts for operations, additions to property and equipment, and
     future distribution.

(3)  Proceeds from sales of properties available for distribution or reserves
     represent actual cash payments less cash disbursements for expenses
     incurred in connection with the sale.

     In 1994, the Partnership sold two of the then remaining four spaces of San
     Luis Bay for $104,990 in cash. After paying closing costs of $3,532, the
     Partnership netted proceeds of $101,458. Additionally, the Partnership
     collected $101,144 in principal payments on the purchase money notes. Also
     in 1994, the Partnership sold the Mark for $5,404,419, plus an amount of
     $130,094 to fund certain reserves. After a repayment of debt of $3,977,437
     and closing and sales costs of $210,519, the Partnership netted proceeds of
     $1,346,557.

     During 1994, the Partnership distributed proceeds of $1,116,460 and
     $370,540 from the sales of the Mark and San Luis Bay, respectively, to the
     limited partners. These distributions represent a return of original
     capital contributed and reduces the adjusted capital contributions as
     defined in the partnership agreement.

     In 1995, the Partnership collected $11,041 in principal payments on the
     purchase money notes. Additionally, the Partnership distributed $42,000 to
     the limited partners from the sale proceeds of the Mark upon release of the
     MHC Reserve. This amount represents a return of original capital
     contributed and reduces the adjusted capital contributions as defined in
     the Partnership agreement.

     In 1996, the Partnership collected $175,027 in principal payments on the
     purchase money notes.  The Partnership distributed $135,000 of these San
     Luis Bay sale proceeds to the limited partners along with $29,000 from the
     sale proceeds of the Mark upon partial release of the Independent Committee
     Reserve.  These distributions represent a return of original capital
     contributions as defined in the partnership agreement.

(4)  Included in the reserves from sales of properties are $159,096, $188,097
     and $230,097 at December 31, 1996, 1995 and 1994, respectively, in specific
     reserves established to fund contingent liabilities that may arise from the
     MHC transaction.

See accompanying report of independent auditors and notes to financial 
statements.
                                                                              25