<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended December 31, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________ to __________


     Commission file number: 000-21470


                                N'TANDEM TRUST
                 --------------------------------------------
                (Name of small business issuer in its charter)

<TABLE>
<S>                                                                <C>
                         California                                              33-6109499
 ------------------------------------------------------------       ----------------------------------
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
</TABLE>

          6160 South Syracuse Way, Greenwood Village, Colorado 80111
          ----------------------------------------------------------
         (Address of principal executive offices, including zip code)

     Issuer's telephone number, including area code:   (303) 741-3707

     Securities registered under Section 12(b) of the Exchange Act:  None

     Securities registered under Section 12(g) of the Exchange Act:  Common
     Shares of Beneficial Interest, par value $0.01 per share, and Preferred
     Shares of Beneficial Interest, par value $0.01 per share.

      Check whether the issuer (1) filed all reports required to be filed by
     Section 13 or 15(d) of the Exchange Act during the past 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 [_]

      Check if disclosure of delinquent filers in response to Item 405 of
     Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [X]

        Issuer's revenues for its most recent fiscal year:  $10,490,300

     The aggregate market value of the issuer's voting and non-voting common
     equity held by non-affiliates compared by reference to the price at which
     the common equity was sold: $5,184,500

     Transitional small business disclosure format (check one): Yes [_]  No [X]

     At December 31, 2000, the issuer had 109,308 and 98,073 Common and
     Preferred Shares, respectively, of Beneficial Interest outstanding.
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                PART I
                                                ------
                                                                                        Page
                                                                                        ----
 <S>                                                                                   <C>
Item 1 and 2.    Description of Business and Properties                                   3

Item 3.          Legal Proceedings                                                        9

Item 4.          Submission of Matters to a Vote of Security Holders                      9

                                               PART II
                                               -------

Item 5.          Market for the Trusts' Common Equity and Related Shareholder Matters    10

Item 6.          Management's Discussion and Analysis                                    10

Item 7.          Financial Statements                                                    13

Item 8.          Changes in and Disagreements with Accountants on Accounting
                 and Financial Disclosure                                                29

                                               PART III
                                               --------

Item 9.          Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act                       30

Item 10.         Executive Compensation                                                  31

Item 11.         Security Ownership of Certain Beneficial Owners and Management          31

Item 12.         Certain Relationships and Related Transactions                          32

Item 13.         Exhibits and Reports on Form 8-K                                        33

                 SIGNATURES                                                              35
</TABLE>
<PAGE>

                                      PART I
                                      ------
Certain matters discussed under the captions "Description of Business and
Properties," "Management's Discussion and Analysis" and elsewhere in this Annual
Report on Form 10-KSB may constitute forward-looking statements for purposes of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such
involve known and unknown risks, uncertainties and assumptions. Actual future
performance, achievements and results of N'Tandem Trust may differ materially
from those expressed or implied by such forward-looking statements as a result
of such known and unknown risks, uncertainties, assumptions and other factors.
Representative examples of these factors include, without limitation, general
industry and economic conditions, interest rate trends, cost of capital and
capital requirements, availability of real estate properties, competition from
other companies and venues in the housing industry, shifts in customer demands,
governmental and public policy changes and the continued availability of
financing in the amounts and on the terms necessary to support the future
business of N'Tandem Trust. Readers are cautioned that N'Tandem Trust's actual
results could differ materially from those set forth in such forward-looking
statements.

Items 1 and 2.  DESCRIPTION OF BUSINESS AND PROPERTIES
                --------------------------------------

General
-------

N'Tandem Trust, an unincorporated business trust (the "Trust"), was formed in
November 1991 under the laws of the State of California. The Trust was organized
to invest in existing, substantially developed and occupied manufactured home
communities. The Trust was funded through a public offering of common shares of
beneficial interest (the "Common Shares") and preferred shares of beneficial
interest (the "Preferred Shares"), which commenced in April 1992 and terminated
in April 1993. The sponsor and advisor of the Trust is The Windsor Corporation,
a California corporation (the "Advisor"). In September 1997, Chateau
Communities, Inc., a publicly traded real estate investment trust ("Chateau"),
purchased 100% of the outstanding shares of capital stock of the Advisor. At
December 31, 2000, the Trust's portfolio was comprised of 36 manufactured home
communities containing 7,835 homesites located in fourteen states.

The Trust operates so as to qualify as a real estate investment trust (a "REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended
(the "Code"). As a REIT, the Trust is required to distribute at least 95% of its
real estate investment trust taxable income.

Business Development
--------------------

On October 23, 1998, at the 1998 Annual Meeting of Shareholders, the Trust's
shareholders approved, among other things, (i) the conversion of the Trust from
a finite-life entity to an infinite-life entity; and (ii) the amendment and
restatement of the Trust's Declaration of Trust (the "Amended Declaration") and
the adoption of By-laws for the Trust (collectively, the "Organizational
Amendments"). The principal purposes of the Organizational Amendments were to
convert the Trust from a finite-life entity to an infinite-life entity and to
remove various restrictions, limitations and other requirements contained in the
Trust's previous Declaration of Trust which are not typically found in the more
modern organizational documents of leading REITs. The Amended Declaration also
provided for changing the name of the Trust from "Windsor Real Estate Investment
Trust 8" to "N'Tandem Trust."

As a result of the approval of the Organizational Amendments, the Trust has been
able to complete certain transactions and effect certain changes, including its
restructuring as an umbrella partnership REIT, through its limited partnership
subsidiary, N'Tandem Properties, L.P., which will facilitate tax-free and/or
tax-deferred acquisitions of additional properties and its initiation of a
growth-oriented business plan (the "Business Plan") intended to cause the Trust
to attain greater size and asset diversity. In addition, the Trust intends to
continue to move forward with its Business Plan and, if successful in the
execution of its the Business Plan, may seek to raise additional capital through
an underwritten public

                                       3
<PAGE>

offering or a private placement of Common Shares or other securities of the
Trust.

Additionally, Chateau has announced that the Trust will be a primary vehicle
through which Chateau will make investments in manufactured home communities
that do not fit the core asset type typical of the existing Chateau portfolio,
which is characterized by large, stable, institutional-quality, fully amenitized
communities. The Trust will employ higher levels of leverage than Chateau and
will focus primarily on "lower profile assets," meaning communities that (i) are
typically not part of a portfolio of manufactured housing community properties;
(ii) are located in tertiary demographic and geographic markets; (iii) are not
managed by a nationally known manufactured home community operator; (iv) may be
smaller and are likely to have fewer amenities; and (v) have a greater
proportion of single-section homes than the typical Chateau community. The Trust
believes that its affiliation with Chateau will benefit the Trust by providing
it with access to Chateau's national organization, management team and
investment and management philosophies. Through its affiliation with Chateau,
the Trust believes that it will be exposed to a wider range of acquisition
opportunities as a result of Chateau's national organization and knowledge of
the manufactured housing community industry and will benefit from Chateau's
expertise in effectively and efficiently managing properties. At December 31,
2000, Chateau held 9.8% of the Trust's outstanding shares.

The Trust anticipates that it will focus on acquisitions where the Trust
believes there is substantial opportunity to improve operational and financial
results or where for some reason, because of poor management or otherwise, a
property is operating substantially below its potential. The Trust anticipates
that the funds required to implement its Business Plan are likely to come from
(i) additional investments from Chateau or unaffiliated third parties, (ii)
traditional mortgage financing or refinancing or (iii) sales of equity and debt
securities. In addition, the Trust will seek to engage in consolidation and
acquisition transactions with other owners of manufactured home communities,
which meet the Trust's property and acquisition criteria, using its equity
securities or limited partner units of N'Tandem Properties, L.P., to facilitate
such transactions.

2000 Acquisitions
-----------------

On May 31, 2000, the Trust, through its limited partnership subsidiary, N'Tandem
Properties, L.P., acquired, in two separate transactions, (i) four manufactured
home communities and partial ownership interests in four other manufactured home
communities (collectively, the "WPP 3 Properties") from Windsor Park Properties
3, A California Limited Partnership ("WPP 3"), and (ii) one manufactured home
community and partial ownership interests in five other manufactured home
communities (collectively, the "WPP 6 Properties") from Windsor Park Properties
6, A California Limited Partnership ("WPP 6"). Both WPP 3 and WPP 6 were
affiliates of the Trust.

The WPP 3 Properties consisted of:

     .    Ponderosa, a 148-site manufactured home community, located in
          Indianapolis, Indiana;
     .    The Pines, a 204-site manufactured home community, located in
          Charleston, South Carolina;
     .    Shady Hills, a 249-site manufactured home community, located in
          Ladson, Tennessee;
     .    Trailmont, a 131-site manufactured home community, located in
          Nashville, Tennessee;
     .    a 40% ownership interest in Big Country Estates, a 253-site
          manufactured home community, located in Cheyenne, Wyoming;
     .    a 29% ownership interest in Apache East, a 123-site manufactured home
          community, located in Apache Junction, Arizona;
     .    a 29% ownership interest in Denali Park Estates, a 162-site
          manufactured home community, located in Apache Junction, Arizona; and
     .    a 25% ownership interest in Harmony Ranch, a 193-site manufactured
          home community, located in Thonotosassa, Florida.

                                       4
<PAGE>

The WPP 6 Properties consisted of:

     .    Chisholm Creek, a 251-site manufactured home community, located in
          Wichita, Kansas;
     .    a 58% ownership interest in Town & Country Estates, a 320-site
          manufactured home community, located in Tucson, Arizona;
     .    a 44% ownership interest in Carefree Village, a 406-site manufactured
          home community, located in Tampa, Florida;
     .    a 41% ownership interest in Rancho Margate, a 245-site manufactured
          home community, located in Margate, Florida;
     .    a 41% ownership interest in Winter Haven, a 238-site manufactured home
          community, located in Winter Haven, Florida; and
     .    a 31% ownership interest in Garden Walk, a 484-site manufactured home
          community, located in Palm Beach Gardens, Florida.

The aggregate purchase price for the WPP 3 and WPP 6 Properties was
approximately $25,989,600, of which $11 million was borrowed from SunAmerica
Life Insurance Company ("SunAmerica") pursuant to mortgage indebtedness on six
of the Trust's properties, a $1.2 million mortgage was assumed, and the
remainder of the purchase price was funded through the Trust's $20 million
acquisition line of credit with U.S. Bank N.A. In connection with the
acquisition of the WPP3 and WPP 6 Properties, the Trust also assumed debt
attributable to the nine partial ownership interests in the amount of
$7,162,000. The mortgage indebtedness with SunAmerica is scheduled to mature on
April 1, 2005 and bears interest at 8.60%. The acquisition line of credit, which
was obtained by the Trust on November 16, 1999, has a term of two years and
bears interest at LIBOR plus 100 basis points. The acquisition line of credit is
guaranteed by Chateau. Both WPP 3 and WPP 6 were affiliates of the Trust.

On August 31, 2000, the Trust, through its limited partnership subsidiary,
N'Tandem Properties, L.P., acquired, in two separate transactions, Heritage
Point, a manufactured home community containing 265 homesites located in
Montgomery, Alabama, for $2,295,000 from the Hunter's Walk Corporation, an
Alabama corporation, and Boulder Park, a manufactured home community containing
216 homesites located in Pharr, Texas, for $2,380,000 through a merger with
Boulder Park LLC, a Texas limited liability company and related party.

On December 7, 2000, the Trust, through its limited partnership subsidiary,
N'Tandem Properties, L.P., acquired, in two separate transactions, (i) two
manufactured home communities and partial ownership interests in five other
manufactured home communities (collectively, the "WPP 5 Properties") from
Windsor Park Properties 5, A California Limited Partnership ("WPP 5"), and (ii)
five manufactured home community and partial ownership interests in five other
manufactured home communities (collectively, the "WPP 7 Properties") were from
Windsor Park Properties 7, A California Limited Partnership ("WPP 7"). Both WPP
5 and WPP 7 were affiliates of the Trust.

The WPP 5 Properties consisted of:

     .    Lakeside, a 103-site manufactured home community, located in Lithia
          Springs, Georgia;
     .    Plantation Estates, a 137-site manufactured home community, located in
          Lithia Springs, Georgia;
     .    a 42% ownership interest in Town & Country Estates, a 320-site
          manufactured home community, located in Tucson, Arizona;
     .    a 26% ownership interest in Rancho Margate, a 245-site manufactured
          home community, located in Margate, Florida;
     .    a 26% ownership interest in Winter Haven, a 238-site manufactured home
          community, located in Winter Haven, Florida;
     .    a 9% ownership interest in Apache East, a 123-site manufactured home
          community, located in Apache Junction, Arizona; and
     .    a 9% ownership interest in Denali Park Estates, a 162-site
          manufactured home community, located in Apache Junction, Arizona.

                                       5
<PAGE>

The WPP 7 Properties consisted of:

     .    Kings & Queens, a 107-site manufactured home community, located in
          Lakeland, Florida;
     .    Lucerne Lakeside, a 140-site manufactured home community, located in
          Winter Haven, Florida;
     .    North Glen, a 289-site manufactured home community, located in
          Westfield, Indiana;
     .    The Hills, a 227-site manufactured home community, located in
          Richland, Washington;
     .    Village Glen, a 143-site manufactured home community, located in
          Melbourne, Florida;
     .    a 69% ownership interest in Garden Walk, a 484-site manufactured home
          community, located in Palm Beach Gardens, Florida;
     .    a 60% ownership interest in Long Lake, a 134-site manufactured home
          community, located in West Palm Beach, Florida;
     .    a 56% ownership interest in Carefree Village, a 406-site manufactured
          home community, located in Tampa, Florida;
     .    a 26% ownership interest in Apache East, a 123-site manufactured home
          community, located in Apache Junction, Arizona; and
     .    a 26% ownership interest in Denali Park Estates, a 162-site
          manufactured home community, located in Apache Junction, Arizona.

The aggregate purchase price paid by the Trust for the WPP 5 and WPP 7
Properties was $41,282,000, which included $25,204,800 in aggregate net proceeds
payable to WPP 5 and WPP 7.  Concurrently with the closing of the acquisition of
the WPP 5 and WPP 7 Properties, the Trust also repaid $8,632,000 of mortgage
debt that was attributable to joint venture interests it had previously held in
the WPP 5 and WPP 7 Properties.  To fund these transactions, N'Tandem
Properties, L.P. borrowed $41,520,000 from Anchor National Life Insurance
Company ("Anchor National") pursuant to mortgage indebtedness on thirteen of its
properties (including the WPP 5 and WPP 7 Properties), drew $3,826,600 on the
Trust's $20 million acquisition line of credit with U.S. Bank N.A., and borrowed
the remainder from Chateau pursuant to an unsecured promissory note.  The
mortgage indebtedness with Anchor National life Insurance Company, which was
obtained on December 7, 2000, is scheduled to mature on December 7, 2005 and
bears interest at 7.63% per annum.  The unsecured promissory note between the
Trust and Chateau bears interest at Prime plus 100 basis points and is due
December 7, 2001.

At December 31, 1999, the Trust held investments in joint ventures and limited
partnerships consisting of interests in seven manufactured home communities (the
"Investments").  During 2000, the Trust was able to acquire the remaining
ownership interests in the Investments and, as a result, 100% ownership of these
seven communities.  In addition, as a result of the acquisition of the WPP 3,
WPP 5, WPP 6, and WPP 7 Properties, the Trust was able to acquire all of the
outstanding ownership interests in three other manufactured home communities.

The acquired WPP 3, WPP 6, WPP 5, WPP 7, Boulder Park and Heritage Point
Properties shall hereafter be referred to as the "2000 Acquisitions."

Business of Issuer
------------------

The Trust is in the business of acquiring, managing and holding for investment
manufactured home communities.  Competitors of the Trust include public and
private REITs, corporations, limited partnerships, individuals and other
entities engaged in real estate investment activities.  Competition for such
properties varies with (i) changes in the supply or demand for similar or
competing properties in a given area, (ii) changes in interest rates and the
availability of mortgage funds, and (iii) changes in tax, real estate,
environmental and zoning laws.

The Trust's profitability depends in part on maximizing occupancy and rental
rates at its manufactured home communities.  Rents and occupancy rates are
affected by both changes in general economic conditions and

                                       6
<PAGE>

changes in local conditions, such as levels of employment, supply of other
comparable units or competitive housing alternatives, zoning laws and the
availability and cost of energy and transportation.

All of the Trust's properties are located in or near small to medium sized
metropolitan areas.  Accordingly, they compete for rentals not only with other
manufactured home communities but also with apartments and other forms of low-
cost housing that might exist in their respective market areas.

The Trust's profitability also depends on the minimization of both property and
Trust administration expenses. Expenses are affected by changes in general
economic trends and changes in local conditions, such as prevailing wages,
utility rates, insurance costs and real estate taxation practices.

The Trust has no employees.  The administrative services for the Trust are
provided by the Advisor, which is reimbursed for costs incurred on behalf of the
Trust.  The Trust's manufactured home communities are managed by Chateau, which
employs all of the on-site personnel for such communities and is reimbursed by
the Trust for all such costs.

Recently Issued Accounting Standards
------------------------------------

In 2000, the Trust adopted Staff Accounting Bulletin ("SAB") 101 released by the
Securities and Exchange Commission, entitled "Revenue Recognition in Financial
Statements."  SAB 101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on certain criteria.  The adoption of SAB 101 had no material effect on
the Trust's financial position or results of operations.


            [The remainder of this page left intentionally blank.]

                                       7
<PAGE>

The following table sets forth certain information as of December 31, 2000
relating to the Trust's 36 manufactured home communities:

<TABLE>
<CAPTION>
                                                                              Weighted
                                                                              Average
Name of                                             Date         Number     Monthly Rent                Real Estate   Federal Tax
Property                         Location         Acquired      of Sites    Per Site (1)   Occupancy       Taxes       Basis (2)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>           <C>         <C>            <C>          <C>           <C>
Heritage Point (4)        Montgomery, AL           08/00          265           $177          91%       $ 22,500      $ 2,560,400
Sea Pines (3)             Mobile, AL               09/99          415           $177          70%       $ 16,300      $ 4,095,000
Woodland Hills (3)        Montgomery, AL           03/98          627           $173          91%       $ 38,500      $ 5,770,200
Apache East               Apache Jct, AZ           12/00          123           $222          96%       $ 18,300      $ 1,902,400
Denali Park Estates       Apache Jct, AZ           12/00          162           $243          91%       $ 25,100      $ 3,356,400
El Frontier (3)           Tucson, AZ               02/94          179           $327          92%       $ 25,800      $ 2,748,900
Town & Country (4)        Tucson, AZ               12/00          320           $254          94%       $ 39,800      $ 5,651,100
Weststar (3)              Tucson, AZ               01/93           89           $272          98%       $ 12,100      $ 1,069,900
A Garden Walk (4)         Palm Beach Gardens, FL   12/00          484           $380          88%       $180,900      $11,594,000
Carefree (4)              Tampa, FL                12/00          406           $339          82%       $149,300      $ 6,252,500
Harmony Ranch             Thonotosassa, FL         05/00          193           $261          82%       $ 52,500      $ 2,254,900
Kings & Queens (4)        Lakeland, FL             12/00          107           $248         100%       $ 21,200      $ 1,962,900
Long Lake (4)             West Palm Beach, FL      12/00          150           $395          96%       $ 44,600      $ 3,283,000
Lucerne (4)               Winterhaven, FL          12/00          140           $238          98%       $ 29,300      $ 2,685,000
Rancho Margate            Margate, FL              12/00          245           $418          88%       $154,200      $ 6,247,400
Village Glen (4)          Melbourne, FL            12/00          143           $278          94%       $ 35,900      $ 3,096,400
Winter Haven (4)          Winterhaven, FL          12/00          238           $242          97%       $ 37,100      $ 3,601,200
Lakeside (4)              Lithia Springs,GA        12/00          104           $226          97%       $ 13,500      $ 1,728,900
Plantation Estates (4)    Douglasville, GA         12/00          137           $237          95%       $ 13,800      $ 1,962,600
North Glen Village (4)    Westfield, IN            12/00          291           $290          99%       $ 30,500      $ 6,291,900
Pondarosa (3)             Indianapolis, IN         05/00          148           $239          99%       $ 13,900      $ 2,256,100
Chisholm Creek (3)        Wichita, KS              05/00          254           $188          94%       $ 37,300      $ 3,011,600
Lexington (3)             Lexintgon Park, MD       12/98           76           $328          75%       $  8,400      $ 1,531,300
St. Clement's             Lexington Park, MD       11/98          200           $279          51%       $ 29,700      $ 2,816,700
Suburban (3)              Lexington Park, MD       12/98          136           $326          85%       $ 14,000      $ 2,797,600
Aztec Village (3)         Albuquerque, NM          09/99          163           $390          96%       $ 28,100      $ 5,359,500
Longview                  Albuquerque, NM          07/99           93           $300          94%       $  7,100      $ 1,789,700
South Pointe (3)          Albuquerque, NM          05/99          282           $316          98%       $ 69,000      $ 6,522,800
Village Park (3)          Albuquerque, NM          09/99          180           $362          87%       $ 22,900      $ 5,815,200
The Pines                 Ladson, SC               05/00          204           $157          98%       $  7,700      $   724,700
Shady Hills (3)           Nashville, TN            05/00          249           $223          88%       $ 42,100      $ 2,450,900
Trailmont (3)             Nashville, TN            05/00          131           $261         100%       $ 15,600      $ 2,340,300
Boulder Park              Pharr, TX                08/00          216           $228          81%       $ 27,200      $ 2,483,100
Sunset Vista (3)          Magna, UT                06/99          207           $294         100%       $ 28,200      $ 3,850,400
The Hills (4)             Richland, WA             12/00          227           $289          98%       $ 62,620      $ 4,244,000
Big Country (3)           Cheyenne, WY             05/00          251           $223          96%       $ 11,400      $ 2,560,400
                                                                -----                        ---
                                                                7,835                         90%
                                                                =====                        ===
</TABLE>
_____________________________________
(1)  Average rental rates in effect on December 31, 2000.
(2)  For income tax purposes, the property and its components are depreciated
     using both straight-line and accelerated methods over useful lives ranging
     from 5 to 40 years.
(3)  Property is part of the portfolio that collateralizes the SunAmerica
     mortgage loans.
(4)  Property is part of the portfolio that collateralizes the Anchor National
     mortgage loans.

                                       8
<PAGE>

The Trust operates the properties as manufactured home communities, renting
sites to manufactured home residents on a month-to-month basis. The overall
occupancy of the 36 communities owned by the Trust at December 31, 2000 was
approximately 90%. The properties compete for rentals with other manufactured
home communities and apartments in their local markets. The Advisor continues to
maintain the communities in good condition and promote them to improve
occupancy. It is the Advisor's opinion that the properties are in good condition
and are adequately insured.

The following table sets forth certain information relating to the secured and
unsecured indebtedness of the Trust outstanding as of December 31, 2000.

                                                           Interest
                                            Amount of      Rate at     Maturity
                                           Indebtedness    12-31-00      Date
                                          -------------------------------------
Mortgage Debt:
    Aztec Village (SunAmerica)              $  3,160,700     8.69%       10/03
    Village Park (SunAmerica)                  3,546,600     8.69%       10/03
    Harmony Ranch                              1,200,000     8.87%   a    9/02
    Apache/Denali                              2,895,900     8.38%        3/06
    SunAmerica (7 properties)                 20,225,100     8.56%        3/05
    SunAmerica (6  properties)                10,968,000     8.60%        5/05
    Anchor National (13 properties)           41,520,000     7.63%       12/05
                                            ------------
                                            $ 83,516,300
                                            ------------
Unsecured Debt:
    Chateau                                 $ 27,210,800    10.50%   b   12/01
    U.S. Bank Line of Credit                  18,700,000     7.60%   c   11/01
                                            ------------
                                            $ 45,910,800
                                            ------------
Total Secured and Unsecured Debt            $129,427,100
                                            ============


    (a)  Interest rate on Harmony Ranch note is LIBOR + 295bp.
    (b)  Interest rate on Chateau note is Prime +100bp.
    (c)  Interest rate on U.S. Bank Line of Credit is LIBOR + 100bp.

The Trust and Chateau have discussed the possibility of converting all or a
portion of the aggregate principal amount of the unsecured debt between the
Trust and Chateau into Common Shares or Preferred Shares; however, there is no
agreement or understanding between the Trust and Chateau relating to any such
conversion.

Item 3.  LEGAL PROCEEDINGS
         -----------------

There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Trust is a party or to which any of its
properties is the subject.

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

There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-KSB.

                                       9
<PAGE>

                                    PART II
                                    -------

Item 5.  MARKET FOR THE TRUST'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
         --------------------------------------------------------------------

As of December 31, 2000, there was no public market for the Trust's Common
Shares. As of December 31, 2000, there were 181 shareholders of record holding
an aggregate of 109,308 Common Shares.

Cash distributions paid to holders of Common Shares since December 31, 1998 are
as follows:


                            Aggregate               Per
    Date Paid                Amount                Share
    ---------                ------                -----

November 2000               $41,000                $0.375
August 2000                 $41,000                $0.375
May 2000                    $41,000                $0.375
February 2000               $41,000                $0.375

November 1999               $41,000                $0.375
August 1999                 $41,000                $0.375
May 1999                    $41,000                $0.375
February 1999               $41,000                $0.375

Common Shares and Preferred Shares receive distributions of cash from operations
when and as declared by the Trustees. During the year ended December 31, 2000
holders of Preferred shares received aggregate cash distributions of $147,100.
The Trustees are required to declare a Preferred Share dividend on the Preferred
Shares annually, equal to between 6% and 7% of the per share original offering
price of the Preferred Shares, as adjusted for prior distributions. Once the
annual Preferred Share Dividend Preference is declared and paid, the Trustees
may declare annually, at their discretion, a Common Share dividend which may not
exceed the amount of the Preferred Share dividend for such year. Any
distributions in excess of the above amounts are required to be distributed pro
rata among the Preferred Shares and the Common Shares as a single class.

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         ------------------------------------

Overview
--------

The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included elsewhere in this Annual Report
on Form 10-KSB.

The Trust was formed in November 1991 as an unincorporated business trust under
the laws of the State of California.  At December 31, 2000, the Trust's
portfolio was comprised of 36 manufactured home communities containing 7,835
homesites located in fourteen states.

Since its organization, the Trust has elected to qualify as a REIT under the
Code and thus does not generally pay federal corporate income taxes on its
earnings to the extent such earnings are distributed to shareholders.

Results of Operations
---------------------

The results of operations for the years ended December 31, 2000 and 1999 are not
directly comparable due to the acquisition of six communities during 1999 (the
"1999 Acquisitions") and the acquisition of the 2000 Acquisitions. The Trust
incurred net losses of $5,405,200 and $1,807,300 for the years ended December
31,

                                       10
<PAGE>

2000 and 1999, respectively. The increase in the loss is mainly attributable to
the increase in interest and depreciation expenses as a result of the 1999
Acquisitions and 2000 Acquisitions. The net loss per Common Share was $50.80 in
2000 and $17.88 in 1999.

As a result of the 1999 Acquisitions and 2000 Acquisitions, all major revenue
and expense categories increased in 2000, specifically rent and utilities
revenue, property operating costs, advisory fee expense, interest expense and
depreciation.  For the properties owned during both periods, rent and utilities
revenue increased from $3,188,200 to $3,261,300 (2.3%), primarily due to rental
increases but also including a 1% decrease in revenue at the St. Clement's
community, which has been undergoing redevelopment.  Property operating expenses
increased from $1,550,900 to $1,637,600 (5.6%) primarily due to higher payroll
and marketing expenses.

Equity in losses of joint ventures and limited partnerships, which represents
the Trust's share of the net losses of seven joint venture properties, decreased
from a loss of $52,200 in 1999 to a loss of $42,300 in 2000 due to the
acquisition of joint venture and limited partnership interests throughout the
year. At December 31, 2000, the Trust did not have any investments in joint
ventures or limited partnerships.

Interest expense increased to $7,287,400 in 2000 from $2,534,700 in 1999 due to
the 2000 Acquisitions and higher interest rates on floating rate debt.

Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $346,700 in 1999 to $784,600 in 2000 due to the 1999 Acquisitions
and 2000 Acquisitions.

General and administrative expenses increased slightly from $246,900 in 1999 to
$256,500 in 2000.

Liquidity and Capital Resources
-------------------------------

The Trust's principal sources of liquidity during the years ended December 31,
2000 and 1999 were its cash flow generated from the operation of its
communities, distributions from investments in joint ventures and limited
partnerships and financing activities. Net cash provided by operating activities
was $1,425,700 and $52,900 for the years ended December 31, 2000 and 1999,
respectively, primarily due to the increase in amounts due to advisor and
affiliates. Net cash used in investing activities was $75,915,900 and
$34,419,400 for the years ended December 31, 2000 and 1999, respectively, which
was used primarily for acquisitions. At December 31, 2000, the Trust's cash
amounted to approximately $1,007,000. In addition, as of December 31, 2000, the
Trust had an unused capacity under its acquisition line of credit of $1.3
million.

The Trust's primary uses of its capital resources during the same periods were
for cash distributions to shareholders, property acquisitions, payment of
advisory and management fees and debt service.  To maintain its qualification as
a REIT under the Code, the Trust is required to distribute to its shareholders
at least 95% of its "Real Estate Investment Trust Taxable Income" as defined in
the Code.  The Trust declared quarterly distributions on its Common Shares of
$0.375 per share, or an aggregate of $1.50 per annum, in both 1999 and 2000.  In
addition, the Trust paid quarterly distributions on its Preferred Shares of
$0.375 per share, or an aggregate of $1.50 per annum, in both 1999 and 2000.
Future distributions on the Common Shares will be determined based on actual
results of operations and cash available for distribution.

The Trust's principal long-term liquidity requirements will be the repayment of
principal on its outstanding mortgage debt and the acquisition of additional
properties in connection with the implementation of its Business Plan. At
December 31, 2000, the Trust's total mortgage debt was approximately
$83,516,000, consisting of $82,316,000 of fixed rate debt and $1,200,000 of
variable rate debt. The weighted average rate of interest on the fixed rate debt
and variable rate debt was 8.10% and 8.87%, respectively, at

                                       11
<PAGE>

December 31, 2000. In addition, the Trust had $27,210,800 of unsecured notes
with a variable rate of interest of 10.5%, payable to Chateau at December 31,
2000.

On March 31, 2000, the Trust obtained $20.3 million of mortgage financing from
SunAmerica, secured by seven of the Trust's wholly owned properties. The loans
bear interest at 8.56% and mature March 31, 2005. The net proceeds from the
financing were used to pay down $17.2 million on the Trust's line of credit and
pay off an existing mortgage of $2,050,000.

On May 31, 2000, the Trust obtained $11 million of mortgage financing from
SunAmerica secured by six of the Trust's wholly owned properties. The loans bear
interest at 8.60% and mature on May 31, 2005. The net proceeds from the
financing were used towards the funding of the acquisition of five properties
and partial ownership interests in nine other properties. In conjunction with
this transaction, the Trust assumed a $1.2 million mortgage payable and drew
$7.4 million on its line of credit.

On August 31, 2000, the Trust drew $4.7 million in its acquisition line of
credit in conjunction with the Heritage Point and Boulder Park acquisitions.

On December 7, 2000, the Trust obtained $41.5 million of mortgage financing from
Anchor National secured by thirteen of the Trust's wholly owned properties.  The
loans bear interest at 7.63% and mature on December 31, 2005.  The net proceeds
from the financing were used towards the funding of the acquisition of seven
properties and partial ownership interests in eight other properties.

The future sources of liquidity for the Trust will be provided from property
operations and cash reserves.  The Trust expects to meet its short-term
liquidity requirements, including capital expenditures, administration expenses,
advisory fees, debt service, and distributions to shareholders, from cash flow
provided from property operations.  The Trust intends to fund the repayment of
its mortgage debt with equity or other debt financings, including public
financings.  In addition, future acquisitions of properties will be funded
through investments by Chateau or by other third parties in the Trust or with
equity or other debt financings, including public financings.  The availability
of such investments or such financings will influence the Trust's decision to
proceed with, and the pace of, future acquisition activities.

Inflation
---------

All of the leases or terms of residents' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-to-
month and enable the Trust to seek market rentals upon reletting the sites.
Such leases generally minimize the risk to the Trust of any adverse effect of
inflation.

                                       12
<PAGE>

Item 7.  FINANCIAL STATEMENTS

The following financial statements are filed as a part of this report:


                                                                      Page
                                                                      ----

Report of Independent Accountants                                       14

Consolidated Balance Sheet as of December 31, 2000                      15

Consolidated Statements of Operations for the Years Ended
 December 31, 2000 and 1999                                             16

Consolidated Statements of Shareholders' Equity for
 the Years Ended December 31, 2000 and 1999                             17

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2000 and 1999                                             18

Notes to Consolidated Financial Statements                              19

                                       13
<PAGE>

                       Report of Independent Accountants

To the Shareholders and Trustees of N'Tandem Trust:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of N'Tandem
Trust (the "Trust"), at December 31, 2000, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2000,
in conformity with accounting principles generally accepted in the United States
of America.  These financial statements are the responsibility of the Trust's
management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Denver, Colorado
March 16, 2001

                                       14
<PAGE>

                                N'TANDEM TRUST
                                --------------

                          CONSOLIDATED BALANCE SHEET
                          --------------------------

<TABLE>
<CAPTION>
ASSETS                                                                                        December 31, 2000
------                                                                                        -----------------
<S>                                                                                          <C>
Property held for investment, net                                                                $  121,058,500
Property held for sale, net (Note 11)                                                                 6,233,500
Cash and cash equivalents                                                                             1,007,000
Restricted cash                                                                                       1,296,100
Deferred financing costs, net of accumulated
   amortization of $207,700                                                                           1,559,900
Other assets                                                                                          1,523,500
                                                                                                 --------------
Total Assets                                                                                     $  132,678,500
                                                                                                 ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Liabilities:
   Mortgage notes payable                                                                        $   83,516,300
   Line of credit                                                                                    18,700,000
   Note payable to Chateau Communities, Inc.                                                         27,210,800
   Accounts payable                                                                                     168,000
   Accrued expenses                                                                                   1,141,900
   Other liabilities                                                                                  1,799,600
   Due to general partners and affiliates                                                             5,363,500
                                                                                                 --------------
Total Liabilities                                                                                   137,900,100
                                                                                                 --------------
Commitments and Contingencies (Note 9)

Shareholders' Equity:
   Preferred shares of beneficial interest, $0.01 par value; unlimited
      shares authorized; 98,073 shares issued and outstanding                                         2,121,700
   Common shares of beneficial interest, $0.01 par value; unlimited
      shares authorized; 109,308 shares issued and outstanding                                        2,401,400
   Dividends in excess of accumulated earnings                                                       (9,744,700)
                                                                                                 --------------
Total Shareholders' Equity                                                                           (5,221,600)
                                                                                                 --------------
Total Liabilities and Shareholders' Equity                                                       $  132,678,500
                                                                                                 ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       15
<PAGE>

                                N'TANDEM TRUST
                                --------------
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------

                                                For The Year Ended December 31,
                                                -------------------------------
                                                    2000               1999
                                                ------------       ------------
REVENUES
--------

Rent and utilities                              $ 10,318,400       $  4,615,100
Equity in losses of joint ventures and
   limited partnerships                              (42,300)           (52,200)
Interest                                              25,600              1,500
Other                                                188,600            196,300
                                                ------------       ------------
                                                  10,490,300          4,760,700
                                                ------------       ------------

COSTS AND EXPENSES
------------------

Property operating expenses                        4,944,400          2,209,300
Interest                                           7,287,400          2,534,700
Depreciation                                       2,622,600          1,230,400
Advisory fee                                         784,600            346,700
General and administrative:
   Related parties                                         -             14,100
   Other                                             256,500            232,800
                                                ------------       ------------
                                                  15,895,500          6,568,000
                                                ------------       ------------
Net loss                                        $ (5,405,200)      $ (1,807,300)
                                                ------------       ------------
Preferred dividends paid                        $   (147,100)      $   (147,100)
                                                ------------       ------------
Net loss attributable to common shares          $ (5,552,300)      $ (1,954,400)
                                                ============       ============
Basic and diluted loss per common share         $     (50.80)      $     (17.88)
                                                ============       ============
Dividends per common share                      $       1.50       $       1.50
                                                ============       ============

         See accompanying notes to consolidated financial statements.

                                      16
<PAGE>

                                N'TANDEM TRUST
                                --------------

              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              -----------------------------------------------
               FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
               ----------------------------------------------

                                                    Dividends in
                                                      excess of
                           Preferred     Common      Accumulated
                             Shares      Shares        Earnings      Total
                          -----------  -----------  ------------  -----------

Balance at
December 31, 1998         $ 2,121,700  $ 2,401,400  $ (1,910,000) $ 2,613,100

Net Loss                                              (1,807,300)  (1,807,300)

Dividends preferred                                     (147,100)    (147,100)

Dividends common                                        (164,000)    (164,000)
                          -----------  -----------  ------------  -----------
Balance at
December 31, 1999         $ 2,121,700  $ 2,401,400  $ (4,028,400) $   494,700
                          -----------  -----------  ------------  -----------

Net Loss                                              (5,405,200)  (5,405,200)

Dividends preferred                                     (147,100)    (147,100)

Dividends common                                        (164,000)    (164,000)

                          -----------  -----------  ------------  -----------
Balance at
December 31, 2000         $ 2,121,700  $ 2,401,400  $ (9,744,700) $(5,221,600)
                          ===========  ===========  ============  ===========

         See accompanying notes to consolidated financial statements.

                                      17
<PAGE>

                                    N'TANDEM TRUST
                                    --------------
                   CONSOLIDATED STATEMENTS OF STATEMENTS OF CASH FLOWS
                   ---------------------------------------------------
                                       (unaudited)

<TABLE>
<CAPTION>
                                                                                        For the Year Ended December 31,
                                                                                  -------------------------------------------
                                                                                      2000                           1999
                                                                                  -------------                  ------------
<S>                                                                               <C>                            <C>
Cash flows from operating activities:
Net loss                                                                          $ (5,405,200)                  $ (1,807,300)
Adjustments to reconcile net loss to net cash provided by
  operating activities:
  Depreciation                                                                       2,622,600                      1,230,400
  Equity in losses of joint ventures
   and limited partnerships                                                             42,300                         52,200
  Joint ventures' cash contributions                                                   (42,300)                       (52,200)
  Amortization of deferred financing costs                                             226,700                         24,800
  Changes in operating assets and liabilities:
   Increase in other assets                                                           (671,600)                      (105,100)
   Increase in accounts payable                                                        156,600                          4,400
   Increase in accrued expenses                                                        413,900                        101,600
   Increase (decrease) in other liabilities                                           (130,900)                        54,600
   Increase in due to advisor and affiliates                                         4,213,600                        549,500
                                                                                  ------------                   ------------
Net cash provided by operating activities                                            1,425,700                         52,900
                                                                                  ------------                   ------------
Cash flows from investing activities:
  Acquisition of and additions to property held for investment                     (59,318,800)                   (29,533,200)
  Costs associated with potential acquisitions                                               -                       (283,000)
  Increase in escrow accounts                                                       (1,296,100)                             -
  Joint ventures' and limited partnerships' cash distributions                         494,600                        146,300
  Investment in and purchase of joint ventures
   and limited partnerships                                                        (15,795,600)                    (4,749,500)
                                                                                  ------------                   ------------
Net cash used in investing activities                                              (75,915,900)                   (34,419,400)
                                                                                  ------------                   ------------
Cash flows from financing activities:
  Dividends paid                                                                      (311,100)                      (311,100)
  Proceeds from mortgage notes payable                                              72,793,600                      7,632,900
  Proceeds from line of credit                                                      23,306,500                     15,000,000
  Repayment of line of credit                                                      (19,606,500)                             -
  Principal payments on mortgage notes payable                                      (2,218,600)                             -
  Loan origination fees                                                             (1,539,200)                      (230,000)
  Repayment of note due to Chateau Communities, Inc.                                (3,540,200)                   (10,736,600)
  Proceeds from note due to Chateau Communities Inc.                                 6,000,000                     23,597,700
                                                                                  ------------                   ------------
Net cash provided by financing activities                                           74,884,500                     34,952,900
                                                                                  ------------                   ------------
Net increase in cash and cash equivalents                                              394,300                        586,400

Cash and cash equivalents at beginning of period                                       612,700                         26,300
                                                                                  ------------                   ------------
Cash and cash equivalents at end of period                                        $  1,007,000                   $    612,700
                                                                                  ============                   ============
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest (non capitalized)                        $  3,070,700                   $  2,534,700
                                                                                  ============                   ============
Non-cash investing and financing activities:
  Assumption of mortgage notes payable                                            $  4,117,700                   $          -
  Increase in property due to acquisition of
   joint venture interests                                                          20,710,800                              -
  Accrual of acquisition fees due to advisor                                           920,000                              -
  Accrual of subordination fees due to advisor                                         728,200
  Issuance of note payable for acquisition fees due to advisor                       1,238,400                              -
 </TABLE>

         See accompanying notes to consolidated financial statements.

                                      18
<PAGE>

                                N'TANDEM TRUST
                                --------------

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------


NOTE 1. THE TRUST AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ----------------------------------------------------------

The Trust
---------

N'Tandem Trust, an unincorporated business trust (the "Trust"), was formed in
November 1991 under the laws of the State of California. The Trust was organized
to invest in existing, substantially developed and occupied manufactured home
communities. The Trust was funded through a public offering of common shares of
beneficial interest (the "Common Shares") and preferred shares of beneficial
interest (the "Preferred Shares"), which commenced in April 1992 and terminated
in April 1993. The sponsor and advisor of the Trust is The Windsor Corporation,
a California corporation (the "Advisor"). In September 1997, Chateau
Communities, Inc., a publicly traded real estate investment trust ("Chateau"),
purchased 100% of the outstanding shares of capital stock of the Advisor.

On October 23, 1998, at the 1998 Annual Meeting of Shareholders, the Trust's
shareholders approved, among other things, (i) the conversion of the Trust from
a finite-life entity to an infinite-life entity; and (ii) the amendment and
restatement of the Trust's Declaration of Trust (the "Amended Declaration") and
the adoption of By-laws for the Trust (collectively, the "Organizational
Amendments"). The principal purposes of the Organizational Amendments were to
convert the Trust from a finite-life entity to an infinite-life entity and to
remove various restrictions, limitations and other requirements contained in the
Trust's previous Declaration of Trust which are not typically found in the more
modern organizational documents of leading REITs. The Amended Declaration also
provided for changing the name of the Trust from "Windsor Real Estate Investment
Trust 8" to "N'Tandem Trust."

As a result of the approval of the Organizational Amendments, the Trust has been
able to complete certain transactions and effect certain changes, including its
restructuring as an umbrella partnership REIT, through its limited partnership
subsidiary, N'Tandem Properties, L.P., which will facilitate tax-free and/or
tax-deferred acquisitions of additional properties and its initiation of a
growth-oriented business plan (the "Business Plan") intended to cause the Trust
to attain greater size and asset diversity. In addition, the Trust intends to
continue to move forward with its Business Plan and, if successful in the
execution of its the Business Plan, may seek to raise additional capital through
an underwritten public offering or a private placement of Common Shares or other
securities of the Trust.

Additionally, Chateau has announced that the Trust will be a primary vehicle
through which Chateau will make investments in manufactured home communities
that do not fit the core asset type typical of the existing Chateau portfolio,
which is characterized by large, stable, institutional-quality, full amenitized
communities. The Trust will employ higher levels of leverage than Chateau and
will focus primarily on "lower profile assets," meaning communities that (i) are
typically not part of a portfolio of manufactured housing community properties;
(ii) are located in tertiary demographic and geographic markets; (iii) are not
managed by a nationally known manufactured home community operator; (iv) may be
smaller and are likely to have fewer amenities; and (v) have a greater
proportion of single-section homes than the typical Chateau community. The Trust
believes that its affiliation with Chateau will benefit the Trust by providing
it with access to Chateau's national organization, management team and
investment and management philosophies. Through its affiliation with Chateau,
the Trust believes that it will be exposed to a wider range of acquisition
opportunities as a result of Chateau's national organization and knowledge of
the manufactured housing community industry and will benefit from Chateau's
expertise in effectively and efficiently managing properties. At December 31,
2000, Chateau held 9.8% of the Trust's outstanding shares.

The Trust anticipates that it will focus on acquisitions where the Trust
believes there is substantial

                                      19
<PAGE>

opportunity to improve operational and financial results or where for some
reason, because of poor management or otherwise, a property is operating
substantially below its potential. The Trust anticipates that the funds required
to implement its Business Plan are likely to come from (i) additional
investments from Chateau or unaffiliated third parties, (ii) traditional
mortgage financing or refinancing or (iii) sales of equity and debt securities.
In addition, the Trust will seek to engage in consolidation and acquisition
transactions with other owners of manufactured home communities, which meet the
Trust's property and acquisition criteria, using its equity securities or
limited partner units of N'Tandem Properties, L.P., to facilitate such
transactions.

Principles of Consolidation
---------------------------

The accompanying consolidated financial statements include the accounts of the
Trust and its wholly owned subsidiaries.

Property Held for Investment
----------------------------

Property held for investment is carried at cost unless facts and circumstances
indicate that the carrying value of the property may be impaired. Impairment is
determined by comparing the estimated future cash flows (undiscounted and
without interest charges) from an individual property to its carrying value. If
such cash flows are less than the property's carrying value, the carrying value
of the project is written down to its estimated fair value. No such writedowns
were recorded for the years ended December 31, 2000 or 1999.

Property held for investment is depreciated over various estimated useful lives
(building and improvements - 5 to 20 years; fixtures and equipment - 3 to 5
years) using the straight-line method.  When assets are sold or otherwise
disposed of, the cost and related accumulated depreciation are removed from the
accounts, and any gain or loss is included in net income. Repairs and
maintenance are charged to operations as incurred.

See Note 3 regarding 2000 Acquisitions.

Investments in Joint Ventures and Limited Partnerships
------------------------------------------------------

The investments in joint ventures are accounted for by utilizing the equity
method of accounting as the properties are subject to joint control requiring
approval or mutual agreement of the investees. The investment in limited
partnerships are also accounted for utilizing the equity method as the limited
partners have significant rights.

Financing Costs
---------------

Financing costs are amortized to interest expense over the life of the note
utilizing a method, which approximates the effective interest method.

Income Taxes
------------

The Trust operates in a manner intended to enable it to qualify as a REIT under
Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. Under
those sections, a REIT which distributes at least 95% of its investment trust
taxable income to its shareholders each year and which meets certain other
conditions will not be taxed on that portion of its taxable income which is
distributed to its shareholders. The Trust intends to continue to qualify and to
distribute substantially all of its taxable income to its shareholders.
Therefore, no provision for Federal income taxes is required.

Basic and Diluted Loss per Common Share
---------------------------------------

Basic and diluted loss per common share calculated is based on the weighted
average number of common shares outstanding during the year and income available
to the common shareholders.  Basic and diluted

                                      20
<PAGE>

loss per common share are the same, as the Trust has no dilutive securities. The
weighted average number of common shares outstanding during the years ended
December 31, 2000 and 1999 was 109,308.

Statements of Cash Flows
------------------------

For purposes of the statements of cash flows, the Trust considers all highly-
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

Use of Estimates
----------------

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

Revenue Recognition
-------------------

Rental income is recognized when earned and due from residents. The leases
entered into by residents for the rental of a site are generally for terms not
longer than one year and renewable upon the consent of both parties or, in some
instances, as provided by statute.

In 2000, the Trust adopted Staff Accounting Bulletin ("SAB") 101 released by the
Securities and Exchange Commission, entitled "Revenue Recognition in Financial
Statements." SAB 101 establishes guidelines in applying generally accepted
accounting principles to the recognition of revenue in financial statements
based on certain criteria. The adoption of SAB 101 had no material effect on the
Trust's financial position or results of operations.

NOTE 2.  AMENDED AND RESTATED DECLARATION OF TRUST
         -----------------------------------------

In accordance with the Amended and Restated Declaration of Trust, no shareholder
shall be personally liable for any liabilities, debts or obligations of, or
claims against the Trust. The number of Common and Preferred Shares outstanding
at December 31, 2000 was 109,308 and 98,073, which represented capital
contributions of $2,732,725 and $2,451,825, respectively.

The Advisor is entitled to receive from the Trust various fees and compensation
which are summarized as follows:

Operational Stage
-----------------

For management of the Trust's business, the Advisor earns an advisory fee of 1%
of invested assets and .5% of uninvested assets. The fee is subject to
limitation if the Trust's total operating expenses (as defined) exceed the
greater of 2% of the Trust's average invested assets or 25% of the Trust's net
income. The fee is also subordinated to preferred shareholders receiving a
minimum of 6% and maximum of 7% annual cumulative dividend, and to common
shareholders receiving a 6% annual noncumulative dividend. Advisory fees of
$784,600 and $346,700 were accrued during the years ended December 31, 2000 and
1999, respectively. In 1999, the Trust paid $558,200 of accrued advisory fees.

The Trust reimburses the Advisor for certain direct expenses and employee,
executive and administrative time which are incurred on the Trust's behalf. The
Trust was charged $14,100 for such costs during the year ended December 31,
1999. As of December 31, 2000, the Trust owed the Advisor $2.2 million for
advisory fees and other operating expenses and $2.4 million to Chateau for
interest on the unsecured notes.

                                      21
<PAGE>

Liquidation Stage
-----------------

During the Trust's liquidation stage, the total compensation paid to all persons
for the sale of Trust properties is limited to competitive real estate brokerage
fees, not to exceed 6% of the contract price for the sale of the property. The
Advisor may receive up to one-half of the competitive real estate brokerage
fees, not to exceed 3%, if it provides a substantial amount of the services in
the sales effort.

The Advisor also receives 15% of cash distributions from the sale or financing
of Trust properties. The participation is subordinated to preferred shareholders
receiving a return of capital plus an 8% per annum cumulative, non-compounded
return; and to common stockholders receiving a return of capital plus a 10% per
annum cumulative, non-compounded return. Returns are computed on a property-by-
property basis.

            [The remainder of this page left intentionally blank.]

                                      22
<PAGE>

NOTE 3.  PROPERTY HELD FOR INVESTMENT
         ----------------------------

Property held for investment consists of 35 manufactured home communities
summarized as follows:


<TABLE>
<CAPTION>
          Name of Property                             Date Acquired                            Location
---------------------------------------         --------------------------          ------------------------------
<S>                                             <C>                                 <C>
Weststar                                              January 1, 1993                          Tucson, AZ
El Frontier                                           February 1, 1994                         Tucson, AZ
Woodland Hills                                         March 31, 1998                        Montgomery, AL
St. Clement's Crossing                               November 30, 1998                     Lexington Park, MD
Suburban                                              December 2, 1998                     Lexington Park, MD
Lexington                                             December 2, 1998                     Lexintgon Park, MD
South Pointe                                            May 11, 1999                        Albuquerque, NM
Sunset Vista                                            June 30,1999                           Magna, UT
Longview                                                July 1, 1999                        Albuquerque, NM
Aztec Village                                        September 15, 1999                     Albuquerque, NM
Village Park                                         September 15, 1999                     Albuquerque, NM
Sea Pines                                            September 30, 1999                        Mobile, AL
Harmony Ranch                                           May 31, 2000                        Thonotosassa, FL
Pondarosa                                               May 31, 2000                        Indianapolis, IN
Chisholm Creek                                          May 31, 2000                          Wichita, KS
The Pines                                               May 31, 2000                           Ladson, SC
Shady Hills                                             May 31, 2000                         Nashville, TN
Trailmont                                               May 31, 2000                         Nashville, TN
Big Country                                             May 31, 2000                          Cheyenne, WY
Heritage Point                                        August 31, 2000                        Montgomery, AL
Boulder Park                                          August 31, 2000                          Pharr, TX
Apache East                                           December 7, 2000                       Apache Jct, AZ
Denali Park Estates                                   December 7, 2000                       Apache Jct, AZ
Town & Country Estates                                December 7, 2000                         Tucson, AZ
A Garden Walk                                         December 7, 2000                   Palm Beach Gardens, FL
Carefree                                              December 7, 2000                         Tampa, FL
Kings & Queens                                        December 7, 2000                        Lakeland, FL
Long Lake                                             December 7, 2000                    West Palm Beach, FL
Lucerne                                               December 7, 2000                      Winterhaven, FL
Village Glen                                          December 7, 2000                       Melbourne, FL
Winter Haven                                          December 7, 2000                      Winterhaven, FL
Lakeside                                              December 7, 2000                     Lithia Springs,GA
Plantation Estates                                    December 7, 2000                      Douglasville, GA
North Glen Village                                    December 7, 2000                       Westfield, IN
The Hills                                             December 7, 2000                        Richland, WA

                                                      December 31, 2000
                                                --------------------------

Land                                                      $ 24,540,100
Buildings and improvements                                  99,147,600
Construction in progress                                         6,700
Fixtures and equipment                                       2,142,700
                                                --------------------------
                                                           125,837,100
Less accumulated depreciation                               (4,778,600)
                                                --------------------------
                                                          $121,058,500
                                                ==========================
</TABLE>

                                       23
<PAGE>

2000 Acquisitions
-----------------

On May 31, 2000, the Trust acquired, in two separate transactions, four
manufactured home communities and partial ownership interests in four other
manufactured home communities from Windsor Park Properties 3, A California
Limited Partnership, and one manufactured home community and partial ownership
interests in five other manufactured home communities from Windsor Park
Properties 6, A California Limited Partnership. The aggregate purchase price for
these properties was approximately $25,989,600, of which $11 million was
borrowed from SunAmerica Life Insurance Company ("SunAmerica") pursuant to
mortgage indebtedness on six of the Trust's properties, a $1.2 million mortgage
was assumed, and the remainder of the purchase price was funded through the
Trust's acquisition line of credit with U.S. Bank N.A. In connection with this
acquisition, the Trust also assumed debt attributable to the nine partial
ownership interests in the amount of $7,162,000.

On August 31, 2000, the Trust acquired, in two separate transactions, Heritage
Point, a manufactured home community containing 265 homesites located in
Montgomery, Alabama, for $2,295,000 from the Hunter's Walk Corporation, an
Alabama corporation, and Boulder Park, a manufactured home community containing
216 homesites located in Pharr, Texas, for $2,380,000 through a merger with
Boulder Park LLC, a Texas limited liability company and a related party.

On December 7, 2000, the Trust acquired, in two separate transactions, (i) two
manufactured home communities and partial ownership interests in five other
manufactured home communities from Windsor Park Properties 5, A California
Limited Partnership and (ii) five manufactured home community and partial
ownership interests in five other manufactured home communities from Windsor
Park Properties 7, A California Limited Partnership. The aggregate purchase
price paid by the Trust for this acquisition was $41,282,000. Concurrently with
the closing of this acquisition, the Trust also repaid $8,632,000 of mortgage
debt that was attributable to joint venture interests it had previously held in
these properties. To fund these transactions, N'Tandem Properties, L.P. borrowed
$41,520,000 from Anchor National Life Insurance Company ("Anchor National")
pursuant to mortgage indebtedness on thirteen of its properties, drew $3,826,600
on the Trust's $20 million acquisition line of credit with U.S. Bank N.A., and
borrowed the remainder from Chateau pursuant to an unsecured promissory note.

The following unaudited pro forma income statement information has been prepared
as if the significant acquisitions made in 2000 had occurred on January 1, 1999.
The pro forma income statement is not indicative of the results, which actually
would have occurred if these acquisitions had been consummated on January 1,
1999.

<TABLE>
<CAPTION>
                                                     2000            1999
                                                  -----------     -----------
<S>                                               <C>             <C>
Revenues                                          $22,273,000     $18,837,600
                                                  ===========     ===========

Total Expenses                                    $30,158,000     $24,334,900
                                                  ===========     ===========

Net loss attributable to common shares            $(7,885,000)    $(5,497,300)
                                                  ===========     ===========

Basic and diluted loss per common share           $    (73.48)    $    (51.64)
                                                  ===========     ===========
</TABLE>

                                       24
<PAGE>

NOTE 4:   INVESTMENT IN JOINT VENTURES AND LIMITED PARTNERSHIPS
          -----------------------------------------------------

The Trust's investments in joint ventures and limited partnerships consist of
interests in seven manufactured home communities at December 31, 1999. The Trust
did not hold these investments at December 31, 2000.

The combined results of operations of the joint ventures and limited
partnerships are as follows. For the 2000 period the combined results of
operations represent operations from January 1, 2000 through the date the Trust
acquired the joint venture and limited partnerships.

<TABLE>
<CAPTION>
                                                       For the Year of Period Ended
                                               ----------------------------------------

Results of Operations                                 2000           December 31, 1999
---------------------                          ------------------   -------------------
<S>                                            <C>                  <C>
Property revenues                                $  5,060,200        $   4,138,300
                                               --------------       --------------
Expenses:
  Property operating                                2,495,900            2,029,000
  Interest                                          1,305,700              980,900
  Depreciation                                        894,000              835,000
  General and administrative                           51,200               27,600
                                               --------------       --------------
                                                    4,746,800            3,872,500
                                               --------------       --------------
Net income                                       $    313,400        $     265,800
                                               ==============       ==============
</TABLE>

            [The remainder of this page left intentionally blank.]

                                       25
<PAGE>

NOTE 5. NOTES PAYABLE AND OTHER LIABILITIES
        -----------------------------------

The following table sets forth certain information relating to the secured and
unsecured indebtedness of the Trust outstanding as of December 31, 2000.

<TABLE>
<CAPTION>
                                                              Interest
                                               Amount of       Rate at          Maturity
                                             Indebtedness     12-31-00            Date
                                            ----------------------------------------------
<S>                                         <C>               <C>               <C>
Mortgage Debt:
    Aztec Village (SunAmerica)              $  3,160,700        8.69%            10/03
    Village Park (SunAmerica)                  3,546,600        8.69%            10/03
    Harmony Ranch                              1,200,000        8.87%  a          9/02
    Apache/Denali                              2,895,900        8.38%             3/06
    SunAmerica (7 properties)                 20,225,100        8.56%             3/05
    SunAmerica (6  properties)                10,968,000        8.60%             5/05
    Anchor National (13 properties)           41,520,000        7.63%            12/05
                                            ------------
                                            $ 83,516,300
                                            ------------
Unsecured Debt:
    Chateau                                 $ 27,210,800       10.50%  b         12/01
    U.S. Bank Line of Credit                  18,700,000        7.60%  c         11/01
                                            ------------
                                            $ 45,910,800

                                            ------------
Total Secured and Unsecured Debt            $129,427,100
                                            ============
</TABLE>

a)  Interest rate on Harmony Ranch note is LIBOR + 295bp.
b)  Interest rate on Chateau note is Prime +100bp.
c)  Interest rate on U.S. Bank Line of Credit is LIBOR + 100bp.

The aggregate amount of principal maturities for the secured and unsecured debt
subsequent to December 31, 2000, is as follows:


                                  2001      $ 46,545,200
                                  2002         1,911,100
                                  2003         7,235,900
                                  2004           716,200
                                  2005        30,758,900
                            Thereafter        42,259,800
                                            ------------
                                            $129,427,100
                                            ============

Chateau has agreed to extend the note payable upon maturity if the Trust does
not have funds available to pay the note in full.

Included in other liabilities are the deferred payments incurred during the 1998
and 1999 acquisitions. In 1998, $350,000 was incurred in the acquisition of St.
Clement's Crossing, to be paid annually through 2002 and $500,000 was incurred
in the Lexington acquisition to be paid upon completion of certain obligations
relating to the management of the Lexington properties. In 2000 and 1999, the
Trust paid $150,000 and $50,000, respectively, of the St. Clement's Crossing
obligation. In 1999, $854,200 was incurred in the Sea

                                      26
<PAGE>

Pines acquisition, to be paid in six consecutive annual installments as follows:
the first five payments shall be in the amount of $200,000 and the sixth payment
shall be in the amount of $100,000. The first installment of $200,000 was paid
in 2000. For the years ended December 31, 2000 and 1999, interest expense of
$42,800 and $10,700, respectively, was recorded on this note utilizing a 9%
interest rate.

On March 31, 2000, the Trust obtained $20.3 million of mortgage financing from
SunAmerica secured by seven of the Trust's wholly-owned properties. The loans
bear interest at 8.56% and mature on March 31, 2005. Escrow reserves were
established with SunAmerica as part of the financing, including a $250,000
holdback for South Pointe Village to be released upon the attainment of certain
operating results by the end of 2001 and a $322,000 capital improvement escrow
for the South Pointe Village property which will be released upon completion of
certain improvements, expected to be completed by March 31, 2001. The net
proceeds from the financing were used to pay down $17.2 million on the Trust's
line of credit and pay off an existing mortgage of $2,050,000. At December 31,
2000, $38,500 was escrowed for real estate taxes.

On May 31, 2000, the Trust obtained $11 million of mortgage financing from
SunAmerica secured by six of the Trust's wholly owned properties. The loans bear
interest at 8.60% and mature on May 31, 2005. The net proceeds from the
financing were used towards the funding of the acquisition of five properties
and partial ownership interests in nine other properties. In conjunction with
this transaction, the Trust assumed a $1.2 million mortgage payable and drew
$7.4 million on its line of credit. At December 31, 2000, $63,400 was escrowed
for real estate taxes.

On December 7, 2000, the Trust obtained $41.5 million of mortgage financing from
Anchor National secured by thirteen of the Trust's wholly owned properties. The
loans bear interest at 7.63% and mature on December 31, 2005. Capital
improvement reserves of $384,500 were established with Anchor National as part
of the financing for the GardenWalk, Carefree, and Heritage Point communities,
to be released upon completion of certain improvements, expected to be completed
by December 31, 2001. The net proceeds from the financing were used towards the
funding of the acquisition of seven properties and partial ownership interests
in eight other properties. At December 31, 2000, $197,100 was escrowed for real
estate taxes.

The SunAmerica and Anchor National mortgages contain customary covenants,
including debt service coverage, debt-to-market capitalization, and loan-to-
value ratios. At December 31, 2000 the Trust was in compliance with these
covenants.

NOTE 6.  COMMON AND PREFERRED SHARES
         ---------------------------

Common Shares and Preferred Shares receive distributions of cash from operations
when and as declared by the Trustees. The Trustees are required to declare a
Preferred Share dividend on the Preferred Shares annually, equal to between 6%
and 7% of the per share original offering price of the Preferred Shares, as
adjusted for prior distributions. Once the annual Preferred Share Dividend
Preference is declared and paid, the Trustees may declare annually, in their
discretion, a Common Share dividend, which may not exceed the amount of the
Preferred Share dividend for such year. Any distributions in excess of the above
amounts are required to be distributed pro rata among the Preferred Shares and
the Common Shares as a single class. The preferred dividend rate, as established
by the Board of Trustees, was 6% for both of the years ended December 31, 2000
and 1999.

For federal income tax purposes, earnings and profits of the Trust will be
allocated to preferred and common shareholders in accordance with their dividend
priorities. Accordingly, taxable income is first allocated to preferred
shareholders to the extent of their dividend priority.

NOTE 7.  STOCK OPTION PLAN
         -----------------

During 1999, the Trust adopted an Equity Compensation Plan, which allows for the
grant of incentive stock options, non-qualified stock options, restricted shares
and dividend equivalent rights. For the years ended

                                       27
<PAGE>

December 31, 2000 and 1999, none and 18,738 respectively, options were granted,
none were exercised, and none were forfeited. At December 31, 2000, 20,738
options were vested. The options vest after one year and have an exercise price
of $25, which approximated fair market value at the grant date. The pro forma
effects of the grants, under SFAS 123 "Accounting for Stock Based Compensation"
("SFAS 123") are immaterial to net income. As permitted by SFAS 123, the Trust
elected to use Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" and related interpretations, in accounting for its stock
option plan. No compensation expense was recognized for the years ended December
31, 2000 and 1999.

NOTE 8.  FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

The fair value of the Company's financial instruments other than debt
approximate their carrying values at December 31, 2000 and 1999. The variable
rate notes payable bear interest at a variable rate indexed to either Treasury
Bills, LIBOR; or Prime; therefore, the Advisor believes the carrying values of
the notes approximate fair value at December 31, 2000 and 1999. The fixed rate
notes payable fair value approximate their carrying values at December 31, 2000
and 1999, based on current interest rates for comparable loans.

NOTE 9.  CONTINGENCIES
         -------------
The Trust, as an owner of real estate, is subject to various environmental laws.
Compliance by the Company with existing laws has not had a material effect on
the results of operations, financial condition or cash flows of the Company, nor
does management believe it will have a material impact in the future.

There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Trust is a party or to which any of its
properties is the subject.

NOTE 10.  TRUST PARTY TRANSACTIONS
          ------------------------

Chateau and/or its predecessor have been providing property management services
to the Trust since 1992. For this service, Chateau is paid a property management
fee, which is based on a percentage of actual gross receipts of the properties.
The total management fees paid to Chateau were $500,900 and $193,900 for the
years ended December 31, 2000 and 1999, respectively. In addition certain direct
expenses are paid by Chateau on behalf of the Trust and then reimbursed by the
Trust. These amounts were $1,161,300 and $461,400 for the years ended December
31, 2000 and 1999, respectively.

Chateau guarantees the Trust's $20 million unsecured line of credit with U.S.
Bank N.A. Chateau received an origination fee of $150,000 and receives a monthly
guarantee fee equal to 25 basis points of the outstanding loan balance. Interest
expense of $31,900 and $3,100 was recorded in 2000 and 1999 respectively,
related to the guarantee fee.

In conjunction with the 2000 Acquisitions, the Trust has recorded a $2,158,000
acquisition fee payable to Chateau, which was capitalized as part of the
acquisition price of the 2000 Acquisitions. In conjunction with the SunAmerica
and Anchor National financings, the Trust has recorded a $728,000 subordination
fee payable to Chateau.

For additional information concerning the Trust's relationship and transactions
with Chateau, see Note 1.

NOTE 11.  SUBSEQUENT EVENTS
          -----------------

On March 6, 2001, the Trust sold its Rancho Margate community for $6.4 million.
$4.3 million of the proceeds was used to pay down the Trust's line of credit.
The remaining proceeds of $2.1 million were used to fund the Green Acres
acquisition on March 9, 2001.

On March 9, 2001, the Trust, through its limited partnership subsidiary,
N'Tandem Properties, L.P.,

                                       28
<PAGE>

acquired Green Acres, a manufactured home community containing 133 homesites
located in Petersburg, Virginia, from F&M Properties, Inc., a Virginia
Corporation. The purchase price was $2.1 million and was funded by a portion of
the proceeds from the sale of the Rancho Margate Community.

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          ---------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------

There have been no disagreements over accounting or financial disclosure with
the independent accountants for the Trust during the two most recent years.

                                       29
<PAGE>

                                   PART III
                                   --------

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

The Board of Trustees of the Trust currently consists of three Trustees: Gary P.
McDaniel, Richard B. Ray and Kenneth G. Pinder. All Trustees of the Trust are
elected for a one-year term and continue in office until their successors are
elected and qualified.

The following information is furnished regarding the three Trustees:

Gary P. McDaniel, age 56, became a Trustee of the Trust in September of 1997. He
has been Chief Executive Officer and a Director of Chateau since February 1997.
Mr. McDaniel was Chairman of the Board, President and Chief Executive Officer of
ROC Communities, Inc. ("ROC") at the time of its merger with Chateau in February
1997. He had been a principal of ROC and its predecessors since 1979, and has
been active in the manufactured home industry since 1972. Mr. McDaniel has been
active in several state and national manufactured home associations, including
associations in Florida and Colorado. In 1996, he was named "Industry Person of
the Year" by the National Manufactured Housing Industry Association. Mr.
McDaniel is on the Board of Directors of the Manufactured Housing Institute. He
is a graduate of the University of Wyoming and served as a Captain in the United
States Air Force.

Kenneth G. Pinder, age 65, became a Trustee of the Trust in September of 1997.
Mr. Pinder entered the manufactured housing business in 1970 managing a
manufactured housing site rental community and formed American Living Homes
Inc., a manufactured housing dealership, in 1974. He continues to be the owner
and president of this corporation. He is also sole owner of Able Mobile Housing
Inc., a temporary housing company for fire loss victims, and has developed
manufactured home sites and purchased and sold numerous communities over the
past twenty years. Mr. Pinder has been a member of the Michigan Manufactured
Housing Association for over 35 years. In 1992, he was elected to the Michigan
Manufactured Housing Board of Directors and serves on its Executive Committee.

Richard B. Ray, age 60, became a Trustee of the Trust in September of 1997.
Since 1995, he has been Co-Chairman of the Board and Chief Financial Officer of
21st Mortgage Corporation (a lender to the manufactured home industry) and a
Director of the following companies: BankFirst, and Radio Systems Corporation.
Previously, Mr. Ray was Executive Vice President, Chief Financial Officer, and
Director of Clayton Homes Inc. (a vertically integrated manufactured housing
company) from 1982 to 1994, a Director of Palm Harbor Homes, Inc. (a national
producer of manufactured homes) from 1994 to 1995 and a Director of Knox Housing
Partnership (a not-for-profit developer of low income housing in Knox County,
Tennessee).

As of March 15, 2001, the Trust did not have any employees.

Section 16(a) of the Exchange Act requires the Trustees of the Trust and
beneficial owners of more than 10% of the outstanding Common Shares ("10%
Shareholders") to file with the Securities and Exchange Commission initial
reports of ownership and reports in changes in ownership of Common Shares and
other equity securities of the Trust. Trustees and 10% Shareholders are required
by the regulations of the Securities and Exchange Commission to furnish the
Trust with copies of all Section 16(a) forms and amendments thereto filed during
any given year.

Based on review of the copies of such reports and amendments thereto furnished
to the Trust and representations from the Trustees and 10% Shareholders that no
other reports were required to be filed, the Trust believes that for the year
ended December 31, 2000 that the Trustees and 10% Shareholders complied with all
Section 16(a) filing requirements applicable to them.

                                       30
<PAGE>

Item 10.  EXECUTIVE COMPENSATION
          ----------------------

During the year ended December 31, 2000, the Trust did not have any executive
officers or other employees and, therefore, did not pay any compensation to such
persons in 2000.

The Trust paid Kenneth G. Pinder and Richard B. Ray, the Independent Trustees,
$7,500 each in 2000 for services rendered as Trustees of the Trust. The Trust
did not pay compensation to Gary P. McDaniel, Chairman of the Board of Trustees,
who is not an Independent Trustee. The Trust, however, paid compensation to
affiliates of Mr. McDaniel in 2000 in connection with the advisory contract
between the Trust and the Advisor (the "Advisory Contract") as described below.

Pursuant to the provisions of the Trust's By-laws, the Trustees are eligible to
participate in any equity compensation plan of the Trust now existing, or
adopted in the future, and to receive grants of options, shares and other rights
under any such plan to the extent that any such plan specifies that the Trustees
are so eligible to participate and to receive such grants. Trustees may also be
reimbursed for expenses of attendance at each annual, regular or special meeting
of the Trustees or of any committee thereof and for their expenses in connection
with each property visit and any other service or activity performed or engaged
in as Trustees.

Pursuant to the Advisory Contract, the Advisor performs certain advisory
services for the Trust, including managing the Trust's day-to-day affairs and
serving as financial and investment advisor in connection with policy decisions
made by the Trust's Trustees. The Advisor is a wholly-owned subsidiary of
Chateau. Gary P. McDaniel, Chairman of the Board of Trustees of the Trust, is
the Chief Executive Officer and Chairman of the Board of Directors of Chateau.

The current Advisory Contract with the Advisor has a one-year term ending April
10, 2002, and is renewable for successive one-year periods subject to the
approval of the Board of Trustees, including a majority of the Independent
Trustees. The Advisory Contract may be terminated without cause by either the
Board of Trustees or the Advisor upon 60 days' notice.

For the year ended December 31, 2000, the Trust paid the Advisor the following
advisory fees and expense reimbursements:

Advisory Fees. Under the terms of the Advisory Contract, the Advisor earned
advisory fees from the Trust in the amount of $784,600 in 2000. None of this fee
was paid to the Advisor. This fee is being deferred by the Advisor, with
interest in the amount of the prime rate plus one percent, for payment at a
later date. As of December 31, 2000, the Trust owed the Advisor $2.2 million for
services rendered under the Advisory Contract.

Expense Reimbursements - Operational Costs. The Advisor and its affiliates were
paid $428,600 in 2000 in expense reimbursements for operational and transfer
agent service costs incurred by the Advisor on behalf of the Trust

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

The following table sets forth certain information as of March 15, 2001
regarding the beneficial ownership of the Common Shares and Preferred Shares
with respect to (i) each person or entity that is a beneficial owner of 5% or
more of the Trust's outstanding Common Shares and/or Preferred Shares, (ii) the
Trust's Trustees, (iii) all Trustees of the Trust as a group and (iv) the
Advisor. During the year ended December 31, 2000, the Trust did not have any
executive officers or other employees.

                                       31
<PAGE>

<TABLE>
<CAPTION>
               Name and Address                            Amount and Nature of
               of Beneficial Owner                         Beneficial Shares              Percentage of Class
               -------------------                         -----------------              -------------------
                                                           Owned(1)
                                                           --------
               <S>                                         <C>                            <C>
               Chateau Communities, Inc.
               6160 South Syracuse Way                     20,323 Shares (2)              19.0%
               Greenwood Village, CO 80111

               The Windsor Corporation
               6160 South Syracuse Way                      1,184 Shares                  *
               Greenwood Village, CO 80111

               Gary P. McDaniel                            ___                            ___
               6160 South Syracuse Way
               Greenwood Village, CO 80111

               Kenneth G. Pinder                           ___                            ___
               6160 South Syracuse Way
               Greenwood Village, CO 80111

               Richard B. Ray                              ___                            ___
               6160 South Syracuse Way
               Greenwood Village, CO 80111

               All Trustees as a Group                     ___                            ___
               (three persons)
</TABLE>

_______________________
*        An asterisk indicates ownership of less than 1%.
1)   For purposes of this table, a person is deemed to be the beneficial owner
     of Shares if that person has the right to acquire such Shares within 60
     days of the Record Date by the exercise of any option or any other right to
     convert or exchange outstanding securities.
2)   On its Schedule 13D/A filed with the Securities and Exchange Commission on
     December 24, 1998, Chateau reported sole voting power and sole dispositive
     power with respect to 19,339 Common Shares and 984 Preferred Shares
     beneficially owned by it. Chateau directly owns 19,139 Shares and, as the
     sole shareholder of the Advisor, indirectly owns 200 Common Shares and 984
     Preferred Shares.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

Chateau and/or its predecessor have been providing property management services
to the Trust since 1992. For this service, Chateau is paid a property management
fee, which is based on a percentage of actual gross receipts of the properties.
The total management fees paid to Chateau were $500,900 and $193,900 for the
years ended December 31, 2000 and 1999, respectively. In addition certain direct
expenses are paid by Chateau on behalf of the Trust and then reimbursed by the
Trust. These amounts were $438,600 and $461,400 for the years ended December 31,
2000 and 1999, respectively.

Chateau guarantees the Trust's $20 million unsecured line of credit with U.S.
Bank N.A. Chateau received an origination fee of $150,000 and receives a monthly
guarantee fee equal to 25 basis points of the outstanding loan balance. Interest
expense of $31,900 and $3,100 was recorded in 2000 and 1999

                                       32
<PAGE>

respectively, related to the guarantee fee.

In conjunction with the 2000 Acquisitions, the Trust has recorded a $2,158,000
acquisition fee payable to Chateau, which was capitalized as part of the
acquisition price of the 2000 Acquisitions. In conjunction with the SunAmerica
and Anchor National financings, the Trust has recorded a $728,000 subordination
fee payable to Chateau.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

          (a)   Exhibits and Index of Exhibits

<TABLE>
<CAPTION>
Exhibit                                                                                                  Page
-------                                                                                                  -----
Number                                               Description                                         Number
------                                               -----------                                         ------
<S>             <C>                                                                                      <C>

3.1             Amended and Restated Declaration of Trust*
3.2             By-laws of the Trust**
10.1            1999 Equity Compensation Plan***
10.2            Investment Agreement by and between Windsor Real Estate Investment
                Trust 8 and Chateau Communities, Inc.****
21.             List of Subsidiaries                                                                       31
</TABLE>

*    Filed as Appendix A to the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
**   Filed as Appendix B to the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
***  Filed as an attachment the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
**** Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau
     Communities, Inc. filed with the Commission on December 18, 1999.


     (b)  Reports on Form 8-K

     On November 3, 2000, the Trust filed a current report on Form 8-K/A
     amending the financial statements contained in the current report on Form
     8-K filed on September 12, 2000.

     The financial statements filed were as follows:

     Historical Summary of Revenues and Direct Operating Expenses for Hunter's
     Walk Manufactured Home Community for the year ended December 31, 1999
     (Audited) and for the six months ended June 30, 2000 (Unaudited).

     Historical Summary of Revenues and Direct Operating Expenses for Boulder
     Park Manufactured Home Community for the year ended December 31, 1999
     (Audited) and for the six months ended June 30, 2000 (Unaudited).

     The pro forma financial statement filed were as follows:

     Pro Forma Condensed Statements of Operations of the Trust for the six
     months ended June 30, 2000 (Unaudited) and for the year ended December 31,
     1999 (Unaudited).

                                       33
<PAGE>

     Pro Forma Condensed Balance Sheet of the Trust as of June 30, 2000
     (Unaudited).

     On December 21, 2000, the Trust filed a current report on Form 8-K, dated
     December 7, 2000, reporting, under Item 2, the acquisitions of two
     manufactured home communities and partial ownership interests in five other
     manufactured home communities from Windsor Park Properties 5, and five
     manufactured home communities and partial ownership interests in five other
     manufactured home communities from Windsor Park Properties 7.

                                       34
<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 on this 23/rd/ day of
March, 2001.


                                 N'TANDEM TRUST



                              By:    /s/ Gary P. McDaniel
                                 ------------------------
                                  GARY P. MCDANIEL
                                      Trustee

Date:  March 23, 2001

                                       35
<PAGE>

                                 Exhibit Index

<TABLE>
<CAPTION>
Exhibit
-------                                                                                                   Page
Number                                               Description                                         Number
------                                               -----------                                         ------
<S>               <C>                                                                                    <C>
3.1               Amended and Restated Declaration of Trust*
3.2               By-laws of the Trust**
10.1              1999 Equity Compensation Plan***
10.2              Investment Agreement by and between Windsor Real Estate Investment Trust 8 and
                  Chateau Communities, Inc.****
21.               List of Subsidiaries                                                                     37
</TABLE>

_____________________

*    Filed as Appendix A to the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
**   Filed as Appendix B to the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
***  Filed as an attachment the Trust's Proxy Statement for its 1999 Annual
     Meeting of Shareholders filed with the Commission on September 17, 1999.
**** Filed as Exhibit 7.1 to Schedule 13D (Amendment No. 2) of Chateau
     Communities, Inc. filed with the Commission on December 18, 1999.


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